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<SEC-DOCUMENT>0000950123-07-016211.txt : 20071203
<SEC-HEADER>0000950123-07-016211.hdr.sgml : 20071203
<ACCEPTANCE-DATETIME>20071203160512
ACCESSION NUMBER:		0000950123-07-016211
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20071203
FILED AS OF DATE:		20071203
DATE AS OF CHANGE:		20071203

FILER:

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

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14840
		FILM NUMBER:		071280748

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

	MAIL ADDRESS:	
		STREET 1:		SUITE 5, TOWER HILL HOUSE LE BORDAGE
		STREET 2:		ST PETER PORT
		CITY:			ISLAND OF GUERNSEY
		STATE:			X0
		ZIP:			GY1 3QT
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>y43168e6vk.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of December 2007

                         Commission File Number 1-14840

                                 AMDOCS LIMITED

                      Suite 5, Tower Hill House Le Bordage
           St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands

                                  Amdocs, Inc.
           1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

                          FORM 20-F [X]   FORM 40-F [ ]

Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934:

                                YES [ ]   NO [X]

<PAGE>

     The Registrant is filing this Current Report on Form 6-K for the purpose of
filing with the Securities and Exchange Commission (the "SEC") (a) the
Information Technology Services Agreement (the "First ITSA"), dated as of April
1, 2007, between Amdocs, Inc., a wholly-owned subsidiary of the Registrant
("Amdocs Inc."), and AT&T Services, Inc. ("AT&T Services"), (b) the Information
Technology Services Agreement (the "Second ITSA"), dated as of April 17, 2007,
between Amdocs, Inc. and AT&T Services and (c) the Further Amended and Restated
Information Technology Services Agreement (the "Third ITSA"), dated September 1,
2007, between Amdocs, Inc. and AT&T Services. The First ITSA is attached to this
Form 6-K as Exhibit 99.1, the Second ITSA is attached to this Form 6-K as
Exhibit 99.2 and the Third ITSA is attached to this Form 6-K as Exhibit 99.3.

     This Form 6-K shall be incorporated by reference into any Registration
Statement filed by the Registrant which by its terms automatically incorporates
the Registrant's filings and submissions with the SEC under Sections 13(a),
13(c) or 15(d) of the Securities Exchange Act of 1934.


                                       2

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        AMDOCS LIMITED


                                        /s/ Thomas G. O'Brien
                                        ----------------------------------------
                                        Thomas G. O'Brien
                                        Treasurer and Secretary
                                        Authorized U.S. Representative

Date: December 3, 2007


                                        3

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION
- -----------   -----------
<S>           <C>
   99.1+      Information Technology Services Agreement, dated as of April 1,
              2007, between Amdocs, Inc. and AT&T Services, Inc.

   99.2+      Information Technology Services Agreement, dated as of April 17,
              2007, between Amdocs, Inc. and AT&T Services, Inc.

   99.3+      Further Amended and Restated Information Technology Services
              Agreement, dated September 1, 2007, between Amdocs, Inc. and AT&T
              Services, Inc.
</TABLE>

+    Confidential treatment requested as to certain portions, which portions
     have been filed separately with the Securities and Exchange Commission.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y43168exv99w1.txt
<DESCRIPTION>INFORMATION TECHNOLOGY SERVICES AGREEMENT
<TEXT>
<PAGE>

                                                Agreement Number: 20070319.002.C

                                                                    Exhibit 99.1

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



                    INFORMATION TECHNOLOGY SERVICES AGREEMENT
                        AGREEMENT NUMBER: 20070319.002.C

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

<TABLE>
<S>                                                                          <C>
1.    BACKGROUND AND OBJECTIVES...........................................     1

      1.1     Information Technology Services.............................     1

      1.2     Goals and Objectives........................................     1

      1.3     Interpretation..............................................     1

2.    DEFINITIONS AND DOCUMENTS...........................................     2

      2.1     Definitions.................................................     2

      2.2     Other Terms.................................................    14

      2.3     Associated Contract Documents...............................    14

3.    TERM................................................................    15

      3.1     Initial Term................................................    15

      3.2     Extension...................................................    15

4.    SERVICES............................................................    16

      4.1     Overview....................................................    16

      4.2     Transition Services.........................................    17

      4.3     Termination Assistance Services.............................    19

      4.4     Use of Third Parties........................................    25

5.    [**]................................................................    26

      5.1     Supplier Responsibility.....................................    26

      5.2     AT&T Responsibility.........................................    26

      5.3     Financial Responsibility for [**]...........................    26

      5.4     Contingent Arrangements.....................................    27

      5.5     Cooperation.................................................    27

6.    FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED
      WITH THE PROVISION OF SERVICES......................................    27

      6.1     Service Facilities..........................................    27

      6.2     Use of Supplier Facilities..................................    31

      6.3     AT&T Rules/Employee Safety..................................    32

      6.4     Software....................................................    33

      6.5     Reserved....................................................    36

      6.6     Third Party Contracts.......................................    36

      6.7     Assignment of Third-Party Contracts.........................    38
</TABLE>

                                        i


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                          <C>
      6.8     License to AT&T-Owned Software and Third-Party Software.....    39

      6.9     License to Supplier-Owned Materials and Third-Party
              Software....................................................    41

      6.10    Notice of Defaults..........................................    42

7.    SERVICE LEVELS......................................................    42

      7.1     General.....................................................    42

      7.2     Service Level [**]..........................................    42

      7.3     Problem Analysis............................................    42

      7.4     Measurement and Monitoring..................................    43

      7.5     [**]........................................................    43

      7.6     Notice of Potential Material Adverse Impact.................    44

8.    PERSONNEL...........................................................    45

      8.1     Reserved....................................................    45

      8.2     Reserved....................................................    45

      8.3     Designated Supplier Personnel...............................    45

      8.4     Reserved....................................................    46

      8.5     [**]........................................................    46

      8.6     [**] Designated Supplier Personnel..........................    46

      8.7     Supplier Personnel Are Not AT&T Employees...................    47

      8.8     Replacement, Qualifications and Retention of Supplier
              Personnel...................................................    47

      8.9     Conduct of Supplier Personnel...............................    49

      8.10    Substance Abuse.............................................    49

      8.11    Union Agreements............................................    50

      8.12    Labor Disputes..............................................    50

9.    SUPPLIER RESPONSIBILITIES...........................................    50

      9.1     Policy and Procedures Manual................................    50

      9.2     Governance. Supplier shall participate in, and fulfill its
              obligations under, Schedule E.5.............................    52

      9.3     Reports.....................................................    52

      9.4     Quality Assurance...........................................    53

      9.5     [**] Strategic Decisions and Authority......................    55
</TABLE>

                                       ii


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                          <C>
      9.6     Change Management...........................................    56

      9.7     Software Currency...........................................    60

      9.8     Access to Specialized Supplier Skills and Resources.........    61

      9.9     Audit Rights................................................    61

      9.10    Subcontractors..............................................    65

      9.11    Supplier Diversity..........................................    67

      9.12    Government Contract Flow-Down Clauses.......................    68

10.   AT&T RESPONSIBILITIES...............................................    69

      10.1    Responsibilities............................................    69

      10.2    Savings Clause..............................................    70

11.   CHARGES.............................................................    70

      11.1    General.....................................................    70

      11.2    [**]........................................................    71

      11.3    [**]........................................................    72

      11.4    Taxes.......................................................    72

      11.5    New Services................................................    74

      11.6    [INTENTIONALLY OMITTED].....................................    77

      11.7    [**]........................................................    77

      11.8    Technology..................................................    78

      11.9    Proration...................................................    79

      11.10   Refundable Items............................................    79

      11.11   [**]........................................................    79

      11.12   [**]........................................................    80

12.   INVOICING AND PAYMENT...............................................    81

      12.1    Invoicing...................................................    81

      12.2    Payment Due.................................................    81

      12.3    [**]........................................................    82

      12.4    [**]........................................................    82

13.   AT&T DATA AND OTHER PROPRIETARY INFORMATION.........................    82

      13.1    AT&T Ownership of AT&T Data.................................    82
</TABLE>

                                       iii


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                          <C>
      13.2    Safeguarding AT&T Data......................................    83

      13.3    CPNI........................................................    84

      13.4    Confidentiality.............................................    86

      13.5    File Access.................................................    89

14.   OWNERSHIP OF MATERIALS..............................................    89

      14.1    AT&T-Owned Materials........................................    89

      14.2    Developed Materials.........................................    89

      14.3    Supplier-Owned Materials....................................    90

      14.4    Other Materials.............................................    91

      14.5    Placement of Accurate Legends...............................    91

      14.6    General Rights..............................................    91

      14.7    AT&T Rights Upon Expiration or Termination of Agreement.....    92

15.   REPRESENTATIONS, WARRANTIES AND COVENANTS...........................    96

      15.1    Work Standards..............................................    96

      15.2    Reserved....................................................    96

      15.3    Efficiency and Cost Effectiveness...........................    96

      15.4    Software....................................................    97

      15.5    Non-Infringement............................................    97

      15.6    Authorization...............................................    99

      15.7    Inducements.................................................    99

      15.8    Malicious Code..............................................    99

      15.9    Disabling Code..............................................   100

      15.10   Compliance with Laws........................................   100

      15.11   Interoperability............................................   103

      15.12   Offshore Transfer or Processing of AT&T Data................   103

      15.13   Disclaimer..................................................   105

16.   INSURANCE AND RISK OF LOSS..........................................   105

      16.1    Insurance...................................................   105

      16.2    Risk of Loss................................................   109

      16.3    Third Party Administrator...................................   109
</TABLE>

                                       iv


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                          <C>

17.   INDEMNITIES.........................................................   110

      17.1    Indemnity by Supplier.......................................   110

      17.2    Indemnity by AT&T...........................................   112

      17.3    Additional Indemnities......................................   113

      17.4    Environmental...............................................   113

      17.5    Indemnification Procedures..................................   115

      17.6    Subrogation.................................................   116

18.   LIABILITY...........................................................   116

      18.1    General Intent..............................................   116

      18.2    Force Majeure...............................................   116

      18.3    Limitation of Liability.....................................   118

19.   DISPUTE RESOLUTION..................................................   120

      19.1    Informal Dispute Resolution.................................   120

      19.2    Arbitration.................................................   121

      19.3    Continued Performance.......................................   123

      19.4    Governing Law...............................................   124

      19.5    Venue and Jurisdiction......................................   124

20.   TERMINATION.........................................................   124

      20.1    Termination for Cause.......................................   124

      20.2    Critical Services...........................................   125

      20.3    Termination for Convenience.................................   126

      20.4    Termination Upon Supplier Change of Control.................   126

      20.5    Termination Upon AT&T Mergers and Acquisitions..............   127

      20.6    Termination Upon [**].......................................   127

      20.7    Insolvency..................................................   127

      20.8    Partial Termination.........................................   128

      20.9    Equitable Remedies..........................................   129

21.   GENERAL.............................................................   129

      21.1    Binding Nature and Assignment...............................   129

      21.2    Entire Agreement; Amendment.................................   131
</TABLE>

                                        v


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                          <C>
      21.3    Notices.....................................................   131

      21.4    Counterparts................................................   132

      21.5    Headings....................................................   132

      21.6    Relationship of Parties.....................................   133

      21.7    Severability................................................   133

      21.8    Consents and Approval.......................................   133

      21.9    Waiver of Default; Cumulative Remedies......................   133

      21.10   Survival....................................................   134

      21.11   Publicity...................................................   134

      21.12   Third-Party Beneficiaries...................................   134

      21.13   Order of Precedence.........................................   134

      21.14   [**]........................................................   134

      21.15   Further Assurances..........................................   135

      21.16   Liens.......................................................   135

      21.17   Covenant of Good Faith......................................   135

      21.18   Reservation of Licenses and Rights..........................   135

      21.19   Acknowledgment..............................................   136
</TABLE>

                                       vi


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

          This Information Technology Services Agreement (this "AGREEMENT") is
entered into effective April 1, 2007 (the "EFFECTIVE DATE") by and between AT&T
SERVICES, INC., a Delaware corporation ("AT&T"), and AMDOCS, INC., a Delaware
corporation ("SUPPLIER" or "AMDOCS").

          WHEREAS, AT&T and Supplier have engaged in extensive negotiations,
discussions and due diligence that have culminated in the formation of the
contractual relationship described in this Agreement;

          WHEREAS, AT&T desires to procure from Supplier, and Supplier desires
to provide to AT&T, the Services described in this Agreement, on the terms and
conditions specified herein;

          NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, AT&T and Supplier (collectively,
the "PARTIES" and each, a "PARTY") hereby agree as follows:

1.   BACKGROUND AND OBJECTIVES

     1.1  INFORMATION TECHNOLOGY SERVICES

          AT&T hereby engages Supplier to perform all of the obligations set
          forth in this Agreement, including the Services, and Supplier hereby
          accepts such engagement and promises to perform according to this
          Agreement. Supplier hereby assumes full and total responsibility for
          performing the Services in accordance with the terms of this
          Agreement.

     1.2  GOALS AND OBJECTIVES

          The Parties acknowledge and agree that the specific goals and
          objectives of the Parties in entering into this Agreement are the [**]
          to AT&T [**] and [**].

     1.3  INTERPRETATION

          The provisions of this ARTICLE 1 are intended to be a general
          introduction to this Agreement and are not intended to expand the
          scope of the Parties' obligations or alter the plain meaning of this
          Agreement's terms and conditions, as set forth hereinafter. However,
          to the extent the terms and conditions of this Agreement are unclear
          or ambiguous, such terms and conditions are to be construed so as to
          be consistent with the background and objectives set forth in this
          ARTICLE 1.


                                  Page 1 of 152

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

2.   DEFINITIONS AND DOCUMENTS

     2.1  DEFINITIONS

          As used in this Agreement:

          "ACCEPTANCE" means the determination, [**], that Software, Equipment,
               Systems, Developed Materials and/or other contract deliverables
               are in Compliance with the Specifications.

          "ACQUIRED RIGHTS DIRECTIVE" means EC Directive 2001/23, dated March
               12, 2001 (and applicable national or state measures or judicial
               decisions interpreting same).

          "AFFILIATE" means, generally, with respect to any Entity, any other
               Entity Controlling, Controlled by or under common Control with
               such Entity.

          "AT&T CONTRACT OFFICE" means, collectively, the AT&T Contract
               Executive and the AT&T Contract Manager as defined in SCHEDULE D,
               PART 4.

          "AT&T DATA" means any data or information of AT&T or any Eligible
               Recipient, and any data or information of the customers of AT&T
               or any Eligible Recipient, that is provided to or obtained by
               Supplier in the performance of its obligations under this
               Agreement, including CPNI, data and information with respect to
               the businesses, customer, operations, facilities, products,
               rates, regulatory compliance, competitors, consumer markets,
               assets, expenditures, mergers, acquisitions, divestitures,
               billings, collections, revenues and finances of AT&T or any
               Eligible Recipient. AT&T Data also means any such data or
               information created, generated, collected or processed by
               Supplier in the performance of its obligations under this
               Agreement, including data processing input and output, service
               level measurements, AT&T asset information, AT&T's third-party
               service and product agreements, contract charges and retained and
               Pass-Through expenses.

          "AT&T FACILITIES" means the facilities listed in SCHEDULE N.1 provided
               by AT&T or the Eligible Recipient for the use of Supplier to the
               extent necessary to provide the Services.

          "AT&T-OWNED SOFTWARE" means Software owned by AT&T or an Eligible
               Recipient and used, operated, maintained or supported by or on
               behalf of Supplier under or in connection with this Agreement.

          "AT&T PERSONAL DATA" means that portion of AT&T Data that is subject
               to any Privacy Laws and includes CPI (for example, under 47
               U.S.C. Section 222(b)) and CPNI.


                                     Page 2

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "AT&T PERSONNEL" means the employees, agents, contractors or
               representatives of AT&T who performed any of the services to be
               provided by Supplier during the twelve (12) months preceding the
               Effective Date.

          "[**]" means the [**] for which AT&T has financial responsibility
               under SECTION 6.4(A)

          "AT&T SITES" or "SITES" means the offices or other facilities listed
               on SCHEDULE D.4 at or to which Supplier is to provide the
               Services.

          "AT&T THIRD-PARTY CONTRACTORS" has the meaning ascribed to such term
               in SECTION 4.4(A).

          "APPLICATION SOFTWARE" means the software application programs and
               programming commonly referenced by AT&T [**], and any other
               software listed on SCHEDULE A from time to time (and all
               modifications, upgrades, enhancements, documentation, materials
               and media related thereto).

          "BANKRUPTCY CODE" means Title 11 of the United States Code.

          "BANKRUPTCY REJECTION" has the meaning ascribed to such term in
               SECTION 20.7(B).

          "BENCHMARKER" has the meaning ascribed to such term in SECTION
               11.11(A).

          "BENCHMARKING" has the meaning ascribed to such term in SECTION
               11.11(A).

          "BUSINESS CONTINUITY" means AT&T's overall, enterprise-wide plans and
               activities intended to enable continued business operation in the
               event of any unforeseen interruption (e.g., plans and activities
               to move a department or business unit to a new location in the
               event of a business disruption).

          "CHANGE" means any change to the (a) Services, or (b) Software,
               Systems or Equipment, including changes required due to changes
               in the standards, processes, procedures and controls and
               associated technologies, architectures, standards, products or to
               programs, manual procedures, job control language statements,
               distribution parameters or schedules applicable to the Services.
               Changes described in clause (b) above are referred to as "System
               Changes."

          "CHANGE MANAGEMENT" means the processes relating to planning and
               performing all Changes. The Change Management processes will
               support and include checkpoints to determine any potential or
               required Change Management Procedures.

          "CHANGE MANAGEMENT PROCEDURES" has the meaning ascribed to such term
               in SECTION 9.6 of the Agreement, and as reflected in SCHEDULE V
               and the Policy and Procedures Manual.


                                     Page 3

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "CHARGES" means the amounts set forth in ARTICLE 11 and SCHEDULE I as
               charges for the Services.

          "COMMENCEMENT DATE" means [**], or such later date as the Parties may
               agree upon in writing (including in the Transition Plan) as the
               date on which Supplier will assume full responsibility for the
               Services. If it is so agreed that Supplier shall assume
               responsibility for portions of the Services on differing dates,
               the Commencement Date shall be the first of such dates.

          "COMPLIANCE" and "COMPLY" means, with respect to Software, Equipment,
               Systems or other contract deliverables to be implemented,
               designed, developed, delivered, integrated, installed and/or
               tested by Supplier, compliance in all material respects with the
               Specifications.

          "CONTRACT YEAR" means a period during the term of this Agreement
               commencing on the Effective Date or an anniversary thereof and
               ending on the date one (1) year thereafter (or, if earlier, on
               the last day of the term of this Agreement). If any Contract Year
               is less than twelve (12) months, the rights and obligations under
               this Agreement that are calculated on a Contract Year basis will
               be proportionately adjusted for such shorter period.

          "CONTROL" and its derivatives mean: (a) the legal, beneficial or
               equitable ownership, directly or indirectly, of (i) at least 50%
               of the aggregate of all voting equity interests in an Entity or
               (ii) equity interests having the right to at least 50% of the
               profits of an Entity or, in the event of dissolution, to at least
               50% of the assets of an Entity; (b) the right to appoint,
               directly or indirectly, a majority of the board of directors; (c)
               the right to control, directly or indirectly, the management or
               direction of the Entity by contract or corporate governance
               document; or (d) in the case of a partnership, the holding by an
               Entity (or one of its Affiliates) of the position of sole general
               partner.

          "CUSTOMER INFORMATION" means information of or about a customer of
               AT&T or an Eligible Recipient, including customer name, address,
               e-mail address, and/or phone number (listed or unlisted);
               personal information such as birth date, social security number,
               drivers license, credit card information, bank account, account
               number or personal identification numbers; information concerning
               calling patterns, call details, records of incoming or outgoing
               calls, or minutes of use or other use of AT&T's or an Eligible
               Recipient's services; information related to payments, credit
               status, and transactions with AT&T or an Eligible Recipient;
               demographic information; or aggregate customer data including
               aggregate data with individual identifying information deleted;
               and CPNI.

          "CUSTOMER PROPRIETARY NETWORK INFORMATION" or "CPNI" means (i)
               "customer proprietary network information" as defined under the
               Communications Act of


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                      RESTRICTED - PROPRIETARY INFORMATION
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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               1934, as amended, including by the Telecommunications Act of
               1996, and applicable Federal Communications Commission orders and
               regulations; (ii) any of the following information of any
               customer of AT&T or any Eligible Recipient, or any customer of
               any such customer, whether individual or aggregate, whether or
               not including identifying information: names, addresses, phone
               numbers, calling patterns, quantity, nature, technical
               configurations, locations, types, destinations or amount of use
               of telecommunications services received or calls received or
               made; (iii) information contained on the telephone bills of
               AT&T's or any Eligible Recipient's customers (including the
               customers of such customers) pertaining to telephone exchange
               service or telephone toll service received by a customer of AT&T
               or of any Eligible Recipient, or a customer of such customer;
               (iv) unlisted customer numbers; (v) aggregate customer data with
               individual identifying information deleted; or (vi) information
               available to AT&T or any Eligible Recipient by virtue of AT&T's
               or any Eligible Recipient's relationship with its customers as a
               provider of telecommunications service, or by virtue of their
               customers' relationships with their own customers as a
               provider(s) of telecommunications services, all as acquired or
               accessed by Supplier under this Agreement.

          "DESIGNATED SUPPLIER PERSONNEL" means the Supplier Personnel filling
               the positions designated in SCHEDULE B as "Designated Supplier
               Personnel."

          "DEVELOPED MATERIALS" means any Materials, or any modifications,
               enhancements or derivative works thereof, developed by or on
               behalf of Supplier in connection with or as part of the Services.

          "DISABLING CODE" means computer instructions, features or functions
               that may permit Supplier or a third party to, or may
               automatically: (a) alter, destroy or inhibit Software and/or a
               processing environment; (b) erase, destroy, corrupt or modify any
               data, programs, materials or information used by AT&T or an
               Eligible Recipient or store any data, programs, materials or
               information on AT&T's or an Eligible Recipient's computers
               without the consent of AT&T; (c) discontinue AT&T's effective use
               of the Software; or (d) bypass any internal or external software
               security measure to obtain access to any hardware or software of
               AT&T or an Eligible Recipient without the consent or knowledge of
               AT&T, including other programs' data storage and computer
               libraries. Disabling Code includes programs that self-replicate
               without manual intervention, instructions programmed to activate
               at a predetermined time or upon a specified event and/or programs
               purporting to do a meaningful function but designed for a
               different function.

          "DISASTER RECOVERY" means the specific plans and activities required
               to continue provisioning the Services in the event of an
               unforeseen interruption. The Disaster


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                      RESTRICTED - PROPRIETARY INFORMATION
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<PAGE>

                                                Agreement Number: 20070319.002.C

               Recovery plans and activities include support and coordination
               with the Business Continuity plans and activities.

          "DISPLACED PERSONNEL AMOUNT" shall mean the total number of employees
               (including contractors and vacant positions as of the Effective
               Date) of AT&T or its Affiliates who were displaced or whose
               functions were displaced as a result of this Agreement. Unless
               otherwise agreed by the Parties, the Displaced Personnel Amount
               shall be deemed to be one hundred fourteen (114).

          "EAR DENIED PERSONS LIST" shall mean the Export Administration
               Regulations denied persons list of the Bureau of Industry and
               Security of the United States Department of Commerce, as updated,
               or such other list of the United States that may replace, or be
               of similar subject matter to, the Export Administration
               Regulations denied persons list.

          "EFFECTIVE DATE" has the meaning ascribed to such term in the preamble
               to this Agreement.

          "ELIGIBLE RECIPIENTS" means, collectively, and to the extent such
               Entity is receiving Services under this Agreement, the following:

          (a)  AT&T;

          (b)  [**] on the Commencement Date, or thereafter becomes [**];

          (c)  [**] after the Commencement Date [**];

          (d)  [**] after the Effective Date [**];

          (e)  [**];

          (f)  [**];

          (g)  [**]; and

          (h)  other entities to which the Parties agree.

          "END USER" means all Eligible Recipients (and their respective
               employees, contractors, subcontractors, agents and
               representatives, other than Supplier and its Subcontractors) and
               other persons or entities designated by AT&T to receive or use
               the Services provided by Supplier.

          "ENTITY" means a corporation, partnership, joint venture, trust,
               limited liability company, association or other organization or
               Entity.


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                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "EQUIPMENT" means all computing, networking and communications
               equipment procured, provided, operated, supported or used in
               connection with the Services, including (i) mainframe, midrange,
               server and distributed computing equipment and associated
               attachments, features, accessories, peripheral devices and
               cabling, (ii) personal computers, laptop computers and
               workstations and associated attachments, features, accessories,
               peripheral devices and cabling, and (iii) voice/video
               telecommunications and network equipment and associated
               attachments, features, accessories, peripheral devices and
               cabling.

          "EQUIPMENT LEASES" means all leasing arrangements whereby AT&T leases
               Equipment which will be used by Supplier to perform the Services.

          "EVENT OF LOSS" has the meaning ascribed to such term in SECTION 16.2.

          "[**]" has the meaning ascribed to such term in SECTION 11.7(A).

          "FCPA" means the Foreign Corrupt Practices Act.

          "FULL TIME EQUIVALENT" or "FTE" means a level of effort, excluding
               vacation, holidays, training, administration and other
               non-productive time (but including a reasonable amount of
               additional work outside normal business hours), equivalent to
               that which would be provided by one person working full time for
               one year. Unless otherwise agreed, one FTE is assumed to be [**]
               productive hours per Contract Year and [**] total effort during
               any month shall not amount to more than [**] in such month.

          "HAZARDOUS MATERIALS" means each and every element, compound, chemical
               mixture, contaminant, pollutant material, waste or other
               substance which is defined, determined or identified as hazardous
               or toxic under any environmental Law or the release of which is
               prohibited or restricted under any environmental Law.

          "INCLUDE" and its derivatives mean "including without limitation."
               This term is as defined, whether or not capitalized in this
               Agreement.

          "INCOME TAX" means any tax on or measured by the net income of a Party
               (including taxes on capital or net worth that are imposed as an
               alternative to a tax based on net or gross income), or taxes
               which are of the nature of excess profits tax, minimum tax on tax
               preferences, alternative minimum tax, accumulated earnings tax,
               personal holding company tax, capital gains tax or franchise tax
               for the privilege of doing business.

          "INITIAL TERM" has the meaning ascribed to such term in SECTION 3.1.

          "LAN" means local area network.


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                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "LAWS" means all national, federal, intergovernmental, regional,
               common, state and local laws, statutes, regulations, rules,
               executive orders, supervisory requirements, directives,
               circulars, opinions, orders, interpretive letters and other
               official releases of or by any government or quasi-governmental
               authority, or any authority, department or agency thereof, or any
               self-regulatory organization, anywhere in the world, including
               Privacy Laws.

          "LOSSES" means all losses, liabilities, damages, fines, penalties and
               claims (including taxes), and all related costs and expenses
               (including reasonable legal fees and disbursements and costs of
               investigation, litigation, settlement, judgment, interest,
               compliance and penalties).

          "MAJOR RELEASE" means a new version of Software that includes changes
               to the architecture and/or adds new features and functionality in
               addition to the original functional characteristics of the
               preceding software release. These releases are usually identified
               by full integer changes in the numbering, such as from "7.0" to
               "8.0," but may be identified by the industry as a major release
               without the accompanying integer change.

          "MALICIOUS CODE" means (i) any code, program or sub-program whose
               knowing or intended purpose is to damage or interfere with the
               operation of the computer system containing the code, program or
               sub-program or to halt, disable or interfere with the operation
               of the Software, code, program or sub-program itself or (ii) any
               device, method or token that permits any person to circumvent the
               normal security of the Software or the system containing the
               code.

          "MANAGED THIRD PARTIES" means any AT&T Third Party Contractors listed
               on SCHEDULE C.2 and any substitute or replacement third-party
               contractors reasonably designated by AT&T.

          "MATERIALS" means, collectively, Software, literary works, other works
               of authorship, specifications, design documents and analyses,
               processes, methodologies, programs, program listings, programming
               tools, documentation, reports, drawings, databases and similar
               work product.

          "MINOR RELEASE" means a scheduled release containing small
               functionality updates and/or accumulated resolutions to defects
               or non-conformances made available since the immediately
               preceding release (whether Major Release or Minor Release). Minor
               Releases shall include maintenance releases which are
               supplemental to and made available between Major Releases and
               other Minor Releases, issued and provided under specific vendor
               service level or maintenance obligations and contain only
               accumulated resolutions or mandated changes. These releases are
               usually identified by a change in the decimal numbering of a
               release, such as "7.12" to "7.13."


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                      RESTRICTED - PROPRIETARY INFORMATION
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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "MONTHLY BASE CHARGE" means the total Supplier price set forth in
               SCHEDULE I associated with the performance of the Services in a
               given month in accordance with the Service Levels and Supplier
               responsibilities under this Agreement. For the avoidance of
               doubt, the Monthly Base Charge includes the Monthly Base Charge
               and [**] Monthly Base Charge.

          "NEW ADVANCES" has the meaning ascribed to such term in SECTION
               11.8(C).

          "NEW SERVICES" means services requested by AT&T and provided by
               Supplier to AT&T that: (1) are [**], the Services as of the time
               of the determination of the nature of the services, and (2) for
               which there is [**] under SCHEDULE I.

          "OFFSHORE SERVICES" has the meaning given to it in SECTION 15.11(A).

          "ORDER" means a document substantially in the form of EXHIBIT 3.

          "OUT-OF-POCKET EXPENSES" means [**] out-of-pocket expenses [**] under
               this Agreement and which are otherwise in accordance with AT&T's
               Expense Guide and Policies attached hereto as EXHIBIT 4.
               Out-of-pocket expenses [**].

          "OUTSOURCING SERVICES" means all services, functions,
               responsibilities, tasks and Developed Materials described in
               SCHEDULE D to be performed or delivered by Supplier during the
               term of this Agreement and in accordance with this Agreement, as
               such services, functions, responsibilities, tasks and Developed
               Materials may be supplemented, enhanced, modified or replaced in
               accordance with this Agreement.

          "[**]" means the expenses listed in SCHEDULE I, [**], in accordance
               with [**] in connection with [**].

          "POLICY AND PROCEDURES MANUAL" has the meaning ascribed to such term
               in SECTION 9.1(A).

          "PRIVACY LAWS" means Laws relating to data privacy, trans-border data
               flow or data protection.

          "PROPRIETARY INFORMATION" has the meaning ascribed to such term in
               SECTION 13.4(A).

          "REPORTS" has the meaning ascribed to such term in SECTION 9.3(A).

          "[**]" means the [**]: (i) to grant Supplier the right to use and/or
               access the AT&T licensed Third Party Software in connection with
               providing the Services; (ii) to grant AT&T and the Eligible
               Recipients the right to use and/or access the Supplier-Owned
               Software, Third-Party Software and Equipment acquired, operated,
               supported or used by Supplier in connection with providing the


                                     Page 9

                      RESTRICTED - PROPRIETARY INFORMATION
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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               Services; (iii) to assign or transfer to AT&T any Developed
               Materials to the extent such Developed Materials are to be
               assigned or transferred under this Agreement, (iv) to assign or
               transfer to AT&T or its designee Supplier-Owned Software,
               Third-Party Software, Third-Party Contracts, Equipment Leases or
               other rights following the expiration or termination of this
               Agreement to the extent provided in this Agreement; and (v) [**]
               in connection with Supplier's provision of the Services.

          "ROOT CAUSE ANALYSIS" means the formal process, specified in the
               Policy and Procedures Manual, to be used by Supplier to diagnose
               problems at the lowest reasonable level so that corrective action
               can be taken that will eliminate repeat failures. Supplier shall
               implement a Root Cause Analysis as specified in SECTION 7.3 or as
               requested by AT&T.

          "SDN BLOCKED PERSONS LIST" means the Specially Designated Nationals
               and Blocked Persons List of the Office of Foreign Assets Control
               of the United States Department of the Treasury, as it is
               updated, or such other list of the United States as may replace,
               or be of similar subject matter to, the Specially Designated
               Nationals and Blocked Persons list.

          "SERVICE LEVEL [**]" has the meaning ascribed to such term in SECTION
               7.2 and SCHEDULE F.

          "SERVICE LEVELS" means, individually and collectively, the performance
               standards for the Services set forth in SCHEDULE F.

          "SERVICE TAXES" means all sales, use, excise and other similar taxes
               that are assessed against either Party on the provision of the
               Services as a whole, or on any particular Service received by
               AT&T or the Eligible Recipients from Supplier, excluding Income
               Taxes.

          "SERVICES" has the meaning provided in SECTION 4.1.

          "SOFTWARE" means computer programs, together with input and output
               formats, the applicable source or object codes, data models, flow
               charts, outlines, narrative descriptions, operating instructions,
               software manufacturing instructions and scripts, test
               specifications and test scripts and supporting documentation, and
               shall include the tangible media upon which such programs and
               documentation are recorded, including all authorized
               reproductions, corrections, updates, new releases, and new
               versions of such Software and shall further include all
               enhancements, translations, modifications, updates, upgrades, new
               releases, substitutions, replacements and other changes to such
               computer programs.

          "SPECIALIZED SERVICES" has the meaning ascribed to such term in
               SECTION 9.8.


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                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "SPECIFICATIONS" means, with respect to any contract deliverables to
               be provided or performed by Supplier, the applicable technical,
               design and/or functional specifications, including as set forth
               in a New Services or project description requested and/or
               approved by AT&T and agreed upon in writing by the Parties.

          "SUBCONTRACTORS" means subcontractors (of any tier) of Supplier,
               including Shared Subcontractors (as defined in SECTION 9.10(B)).
               The initial list of Subcontractors approved by AT&T is set forth
               on SCHEDULE C.2. SCHEDULE C.2 may be amended during the term of
               this Agreement in accordance with SECTION 9.10.

          "[**]" means, collectively, the [**] as defined in SCHEDULE D, PART 4.

          "SUPPLIER-OWNED MATERIALS" has the meaning ascribed to such term in
               SECTION 14.3(A).

          "SUPPLIER-OWNED SOFTWARE" means any Software owned by Supplier (or a
               Supplier Affiliate or Subcontractor) and used to provide the
               Services.

          "SUPPLIER PERSONNEL" means those employees, representatives,
               contractors, subcontractors and agents of Supplier,
               Subcontractors and Supplier Affiliates who perform any Services
               under this Agreement.

          "[**]" means any [**] for which Supplier has responsibility under
               SECTION 6.4(A).

          "SYSTEM" means an interconnected grouping of Equipment, Software and
               associated operating environment, attachments, features,
               accessories, peripherals and cabling, and all additions,
               modifications, substitutions, upgrades or enhancements to such
               System, to the extent a Party has financial or operational
               responsibility for such System or System components under
               SCHEDULE D.1. System shall include all Systems in use as of the
               Effective Date, all additions, modifications, substitutions,
               upgrades or enhancements to such Systems and all Systems
               installed or developed by or for AT&T or Supplier following the
               Effective Date.

          "SUPPLIER FACILITIES" means, individually and collectively, the
               facilities owned or leased by Supplier (or its Affiliates or
               Subcontractors) from which Supplier (or its Affiliates or
               Subcontractors) provides any Services. Supplier Facilities are
               listed on SCHEDULE N.2.

          "TERM" has the meaning ascribed to such term in SECTION 3.2 of this
               Agreement.

          "TERMINATION ASSISTANCE SERVICES" means the termination/expiration
               assistance requested by AT&T to allow the Services to continue
               without interruption or adverse effect and to facilitate the
               orderly transfer of the Services to AT&T or its designee, as such
               assistance is further described in SECTION 4.3 and SCHEDULE H.


                                     Page 11

                      RESTRICTED - PROPRIETARY INFORMATION
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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          "[**]" means [**] pursuant to SECTION 20.3 and as set forth in
               SCHEDULE M. The [**] shall be [**] pursuant to this Agreement and
               [**], AT&T shall be [**] under the Agreement.

          "THIRD-PARTY CONTRACTS" means all agreements between third parties and
               AT&T or Supplier that have been or will be used to provide the
               Services. Third-Party Contracts shall include all such agreements
               in effect as of the Effective Date, including those contracts
               identified in SCHEDULE C and those as to which Supplier received
               notice and/or access prior to the Effective Date. Third-Party
               Contracts also shall include those third-party agreements entered
               into by Supplier or AT&T following the Effective Date.

          "THIRD PARTY SOFTWARE" means all Software products (and all
               modifications, replacements, upgrades, enhancements,
               documentation, materials and media related thereto) that are
               provided by third-party licensors (including Affiliates of the
               Parties) under license or lease to Supplier or AT&T that has been
               or will be used to provide the Services. Third-Party Software
               shall include all such programs or programming in use as of the
               Effective Date, including those identified on SCHEDULES A and E,
               and those as to which Supplier received notice and/or access
               prior to the Effective Date. Third-Party Software also shall
               include all such programs or programming licensed and/or leased
               after the Effective Date.

          "TRANSITION MILESTONE" means each date identified on the Transition
               Plan as a milestone by which Supplier shall have completed a
               certain task or set of tasks in the Transition Plan in a manner
               acceptable to AT&T.

          "TRANSITION PERIOD" means the period that commences on the Effective
               Date and expires 12:00:01 a.m., Eastern Time, on the date
               specified for the completion of the Transition Services as
               specified in the Transition Plan, unless expressly extended in
               writing by AT&T.

          "TRANSITION PLAN" means the plan set forth in SCHEDULE G and developed
               pursuant to SECTION 4.2 hereof, which identifies all material
               transition tasks and deliverables to be undertaken by the Parties
               in connection with the transition of all Services to Supplier,
               the completion of all Transition Period enhancement projects to
               be completed during the Transition Period, and the dates by which
               each will be completed.

          "TRANSITION SERVICES" means the services, functions and
               responsibilities described in SECTION 4.2 to be performed by
               Supplier during the Transition Period.

          "UPGRADE" and its derivatives means updates, renovations,
               enhancements, additions and/or new versions or releases of
               Software or Equipment by Supplier. Unless otherwise agreed,
               financial responsibility for the costs, fees and expenses


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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               associated with an Upgrade of Software or Equipment shall be
               allocated between the Parties in accordance with SECTION 6.4,
               SECTION 6.5 and SCHEDULE I.

          "WAN" means wide area network.

          "WARN ACT" means the Worker Adjustment and Retraining Notification
               Act.

     2.2  OTHER TERMS

          The terms defined in this Article include the plural as well as the
          singular and the derivatives of such terms. Unless otherwise expressly
          stated, the words "herein," "hereof" and "hereunder" and other words
          of similar import refer to this Agreement as a whole and not to any
          particular Article, Section, Subsection or other subdivision. Article,
          Section, Subsection and Attachment references refer to articles,
          sections and subsections of, and attachments to, this Agreement. The
          words "include" and "including" shall not be construed as terms of
          limitation. The words "day," "month" and "year" mean, respectively,
          calendar day, calendar month and calendar year. As stated in SECTION
          21.3, the word "notice" and "notification" and their derivatives means
          notice or notification in writing. Other terms used in this Agreement
          are defined in the context in which they are used and have the
          meanings there indicated.

     2.3  ASSOCIATED CONTRACT DOCUMENTS

          This Agreement includes each of the following schedules and their
          attached exhibits, all of which are attached to this Agreement and
          incorporated into this Agreement by this reference:

          SCHEDULES:

               A    Software
               B    Designated Supplier Personnel
               C    Third-Party Contracts
               C.1  Subcontractors Transition Requirements
               C.2  Subcontractors
               D    Statement of Work
               D.1  Financial and Operational Responsibility Matrix
               D.2  Reserved
               D.3  AT&T Rules (including AT&T Safety and Security Procedures)
               D.4  AT&T Sites
               E    Third-Party Software
               F    Service Levels
               G    Transition Plan
               H    Termination Assistance Services
               I    Supplier Charges


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                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               J    Reserved
               K    Reserved
               K.1  Reserved
               L    Reserved
               M    [**]
               N.1  AT&T Facilities
               N.2  Supplier Facilities
               N.3  Reserved
               N.4  Supplier Competitors
               O    Reserved
               P    [**]
               Q    Reports
               R    Reserved
               S    MBE/WBE/DVBE Participation Plan
               T    Reserved
               U    Executive Orders and Federal Regulations
               V    Change Management Procedures

          EXHIBITS:

               Exhibit 1: Form of Invoice
               Exhibit 2: Reserved
               Exhibit 3: Form of Order
               Exhibit 4: AT&T Expense Guide and Policies
               Exhibit 5: Non-Disclosure Agreement for AT&T Confidential
                          Information
               Exhibit 6: Non-Disclosure Agreement for Supplier Confidential
                          Information
               Exhibit 7A: Background Checks - US
               Exhibit 7B: Background Checks - Non-US

          Unless otherwise expressly stated, references to specific Schedules
          and Exhibits include all lettered and numbered subsidiary Schedules
          and Exhibits (e.g., references to Schedule D include not only SCHEDULE
          D, but also PARTS 1 through 4 and SCHEDULES D.1 through D.5).

3.   TERM

     3.1  INITIAL TERM

          The initial term of this Agreement shall commence as of 12:00:01 a.m.,
          Eastern Time on the Effective Date and continue until 11:59:59 p.m.,
          Eastern Time, on March 31, 2014 unless this Agreement is terminated as
          provided herein or extended as provided in SECTION 3.2, in which case
          this Agreement shall terminate effective at 11:59:59 p.m.,


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<PAGE>

                                                Agreement Number: 20070319.002.C

          Eastern Time, on the effective date of such termination or the date to
          which this Agreement is extended (the "INITIAL TERM").

     3.2  EXTENSION

          If AT&T desires to renew the Agreement after the Initial Term or any
          renewal term, AT&T shall provide written notice to Supplier of its
          desire to do so at least one hundred eighty (180) days prior to the
          expiration of this Agreement (the Initial Term, together with any
          renewal term (the "TERM")). The Parties shall thereafter negotiate in
          good faith with respect to the terms and conditions upon which the
          Parties will renew the Agreement and thereafter execute such renewal.
          In the event the Parties are unable to reach agreement and execute
          such renewal at least thirty (30) days prior to the expiration of this
          Agreement, AT&T may, at its sole option, extend the term of this
          Agreement for up to twelve (12) months on the terms and conditions
          then set forth in this Agreement. [**] shall be applicable to any
          termination on or after the expiration of the Initial Term.

4.   SERVICES

     4.1  OVERVIEW

          (a)  SERVICES. Commencing on the Commencement Date (or such later date
               on which Supplier assumes responsibility for the Services in
               question in accordance with the Transition Plan), Supplier shall
               provide the Services to AT&T, and, upon AT&T's request, to
               Eligible Recipients [**]. The "SERVICES" shall consist of the
               following, as they may evolve during the term of this Agreement
               or be supplemented, enhanced, modified or replaced:

               (i)  The services, functions and responsibilities described in
                    this Agreement, including its Schedules and the following:

                    (1)  the Transition Services, as further described in
                         SECTION 4.2 and the Transition Plan;

                    (2)  the services, functions and responsibilities described
                         in Schedule D;

                    (4)  any New Services, [**] of such New Services in
                         accordance with the terms of this Agreement; and

                    (5)  Termination Assistance Services, as further described
                         in Section 4.3 and SCHEDULE H; and

               (ii) The [**] services, functions and responsibilities performed
                    during the [**] Effective Date [**] in this Agreement
                    (provided that, to the [**].


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (b)  INCLUDED SERVICES. If any services, functions or responsibilities
               [**] described in this Agreement [**] in accordance with this
               Agreement, [**] in this Agreement. Unless otherwise [**] by the
               Parties, Services [**].

          (c)  REQUIRED RESOURCES. Except as otherwise expressly provided in
               this Agreement, Supplier shall be responsible for providing the
               facilities, personnel, equipment, software, technical knowledge,
               expertise and other resources necessary to provide the Services.

          (d)  AVAILABILITY. Without limiting its obligations under this
               Agreement and without reference to the location of Supplier
               Personnel, Supplier shall ensure that Supplier Personnel are
               generally available as needed by AT&T to provide the Services
               between the hours of [**] to [**].

          (e)  PERFORMANCE STANDARDS. Except as may be otherwise expressly
               specified as a Service Level, Supplier shall perform the Services
               at (i) [**]; and (ii) [**], the documented or otherwise
               verifiable levels of accuracy, quality, completeness, timeliness,
               responsiveness and productivity for such services received by
               AT&T [**] prior to the Commencement Date.

     4.2  TRANSITION SERVICES

          (a)  TRANSITION. During the Transition Period, Supplier shall perform
               the Transition Services and provide the deliverables described in
               the Transition Plan. [**] described in the Transition Plan [**]
               of the Transition Services [**] of the Transition Services in
               accordance with this Agreement, [**] of the Transition Services
               [**] in the Transition Plan. During the Transition Period, AT&T
               will perform those tasks which are designated to be AT&T's
               responsibility in the Transition Plan; provided, however, that
               [**] in such Transition Plan. [**] described in the Transition
               Plan [**] in the Transition Plan [**] in accordance with this
               Agreement, [**] in the Transition Plan, [**] in the Transition
               Plan. Unless otherwise agreed, AT&T shall not incur any charges,
               fees or expenses payable to Supplier or third parties in
               connection with the Transition Services, other than those
               charges, fees and expenses specified in SCHEDULE I and those
               incurred by AT&T in connection with its performance of tasks
               designated in the Transition Plan as AT&T's responsibility.

          (b)  TRANSITION PLAN. The Transition Plan identifies, among other
               things, (i) the transition activities to be performed by Supplier
               and the significant components and subcomponents of each such
               activity, (ii) the deliverables to be completed by Supplier,
               (iii) the date(s) by which each such activity or deliverable is
               to be completed (the "TRANSITION MILESTONES"), (iv) the
               contingency or risk mitigation strategies to be employed by
               Supplier in the event of disruption or delay, (v) any transition
               responsibilities to be performed or transition resources to be
               provided


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<PAGE>

                                                Agreement Number: 20070319.002.C

               by AT&T and (vi) a detailed work plan based on and consistent
               with the Transition Plan, which shall identify the specific
               transition activities to be performed by individual Supplier
               Personnel on a daily basis during the Transition Period.

          (c)  PERFORMANCE. Supplier shall perform the Transition Services
               described in the Transition Plan in accordance with the
               Transition Milestones set forth therein. Supplier shall provide
               all cooperation and assistance reasonably required or requested
               by AT&T in connection with AT&T's evaluation or testing of the
               deliverables set forth in the Transition Plan. Supplier shall
               perform the Transition Services so as to avoid or minimize to the
               extent possible (i) any disruption to or adverse impact on the
               business or operations of AT&T or the Eligible Recipients, (ii)
               any degradation of the Services then being received by AT&T or
               the Eligible Recipients or (iii) any disruption or interference
               with the ability of AT&T or the Eligible Recipients to obtain the
               full benefit of the Services, except as may be otherwise provided
               in the Transition Plan. [**], Supplier shall [**] in Supplier's
               plans, [**] under this Agreement). Supplier shall identify and
               resolve, with AT&T's reasonable assistance, any problems that may
               impede or delay the timely completion of each task in the
               Transition Plan that is Supplier's responsibility and, at AT&T's
               reasonable request, shall use all commercially reasonable efforts
               to assist AT&T with the resolution of any problems that may
               impede or delay the timely completion of each task in the
               Transition Plan that is AT&T's responsibility.

          (d)  REPORTS. Supplier shall [**] to report on its progress in
               performing its responsibilities and meeting the timetable set
               forth in the Transition Plan. Supplier also shall provide written
               reports to AT&T [**] regarding such matters, and shall provide
               [**]. Promptly upon receiving any information indicating that
               Supplier may not perform its responsibilities or meet the
               timetable set forth in the Transition Plan, Supplier shall notify
               AT&T in writing of material delays and shall identify for AT&T's
               consideration and approval specific measures to address such
               delays and mitigate the risks associated therewith.

     4.3  TERMINATION ASSISTANCE SERVICES

          (a)  AVAILABILITY. As part of the Services, [**], Supplier shall
               provide to AT&T or AT&T's designee the Termination Assistance
               Services described in SECTION 4.3(B) and SCHEDULE H.

               (i)  PERIOD OF PROVISION. Supplier shall provide such Termination
                    Assistance Services to AT&T or its designee (i) commencing
                    upon notice up to [**] prior to the expiration of this
                    Agreement or on such earlier date as AT&T may reasonably
                    request and continuing for up to [**] following the
                    effective date of the expiration of this Agreement


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                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                    (as the term of this Agreement may be extended pursuant to
                    SECTION 3.2), (ii) commencing upon any notice of termination
                    (including notice based upon breach or default by AT&T,
                    breach or default by Supplier or termination for convenience
                    by AT&T) of this Agreement with respect to all or any part
                    of the Services, and continuing for up to [**] following the
                    effective date of such termination of all or part of the
                    Services, or (iii) commencing upon notice of termination of
                    all or part of the Services to an Eligible Recipient no
                    longer Controlled by AT&T and continuing for up to [**]
                    following the effective date of such termination.

               (ii) EXTENSION OF SERVICES. [**] the period following the
                    effective date of any [**] Termination Assistance Services,
                    provided that [**] the effective date [**] Termination
                    Assistance Services [**].

               (iii) FIRM COMMITMENT. Supplier shall provide Termination
                    Assistance Services to AT&T or its designee regardless of
                    the reason for the expiration or termination of this
                    Agreement; provided, if the Agreement is terminated by
                    Supplier under SECTION 20.1(B) for failure to pay undisputed
                    amounts, Supplier may require AT&T to pay [**] in advance
                    for Termination Assistance Services provided or performed
                    under this SECTION 4.3 and shall be relieved of such
                    obligation to provide such Termination Assistance Services
                    unless and until such payment is made. [**], Supplier shall
                    provide Termination Assistance Services [**]; provided that,
                    [**], all such Termination Assistance Services shall be
                    performed subject to and in accordance with the terms and
                    conditions of this Agreement.

               (IV) PERFORMANCE. To the extent AT&T requests Termination
                    Assistance Services, such Services shall be provided subject
                    to and in accordance with the terms and conditions of this
                    Agreement. Supplier shall perform the Termination Assistance
                    Services with at least the same degree of accuracy, quality,
                    completeness, timeliness, responsiveness and resource
                    efficiency as it provided and was required to provide the
                    same or similar Services during the term of this Agreement.
                    [**] of this Agreement as to [**] and shall [**], provided,
                    however, that during such period if [**], or [**], but only
                    if Supplier [**] during the period that Supplier provides
                    Termination Assistance Services.

          (b)  SCOPE OF SERVICE. As part of the Termination Assistance Services,
               Supplier will, in a timely manner, transfer the control and
               responsibility for all information technology functions and
               Services previously performed by or for Supplier to AT&T and/or
               AT&T's designees by the execution of any documents reasonably


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               necessary to effect such transfers. Additionally, Supplier shall
               provide any and all reasonable assistance requested by AT&T to
               allow:

               (i)  the Systems associated with the Services to operate
                    efficiently;

               (ii) the Services to continue without interruption or adverse
                    effect; and

               (iii) the orderly transfer of the Services to AT&T and/or its
                    designee(s).

               The Termination Assistance Services shall include, as requested
               by AT&T, the Services, functions and responsibilities set forth
               on SCHEDULE H. In addition, in connection with such termination
               or expiration, Supplier will provide the following assistance and
               Services at AT&T's direction:

               (iv) GENERAL SUPPORT. Without limiting Supplier's other
                    obligations under the Services, Supplier shall (i) assist
                    AT&T in developing a written transition plan for the
                    transition of the Services to AT&T or AT&T's designee, which
                    plan shall include capacity planning, facilities planning,
                    human resources planning, telecommunications planning and
                    other planning necessary to effect the transition, (ii)
                    perform consulting services as requested to assist in
                    implementing the transition plan, (iii) train personnel
                    designated by AT&T in the use of any Equipment, Software,
                    Systems, Materials or tools used by Supplier (including any
                    Supplier Affiliate or Subcontractor) in connection with the
                    provision of the Services, (iv) catalog all Software, AT&T
                    Data, Equipment, Materials and tools used to provide the
                    Services, (v) analyze and report on the space required for
                    the AT&T Data and the Software needed to provide the
                    Services, (vii) create and provide copies of the AT&T Data
                    in Supplier's (including any Affiliate and Subcontractor)
                    possession in the format and on the media reasonably
                    requested by AT&T, (vii) provide a complete and up-to-date,
                    electronic copy of the Policy and Procedures Manual in the
                    format and on the media reasonably requested by AT&T and
                    (viii) provide other technical assistance as reasonably
                    requested by AT&T. [**].

               (v)  [**] of this Agreement [**] within the [**]-month period
                    prior to the expiration or termination date. Supplier shall
                    [**], and shall [**], if any, [**]. AT&T [**] shall have
                    [**]. AT&T shall [**] that is [**] under this Agreement.

               (vi) SOFTWARE. As provided in SECTION 14.7, and subject to
                    SECTION 6.4(D), Supplier shall grant to AT&T, the Eligible
                    Recipients and/or AT&T's designee license, sublicense and/or
                    other rights to any Software and


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    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                    other Materials used by Supplier, Supplier Affiliates or
                    Subcontractors in performing the Services.

               (vii) EQUIPMENT. Subject to SECTION 6.5(D), AT&T or its designee
                    shall have the right [**], any Equipment [**]. Such
                    Equipment shall be [**], as of the [**] requiring such [**].
                    Supplier shall maintain such Equipment through the date of
                    transfer so as to be [**], or for [**] to be provided [**].
                    In the case of Supplier-owned equipment, Supplier shall
                    [**]. Such [**]. At AT&T's request, the Parties shall
                    negotiate in good faith and agree upon the [**]. In the case
                    of leased Equipment, Supplier shall [**] thereunder have
                    been made [**].

               (viii) AT&T FACILITIES, EQUIPMENT AND SOFTWARE. Supplier shall
                    [**], all AT&T-owned Equipment, AT&T-leased Equipment,
                    AT&T-Owned Software and AT&T-licensed Software, [**] thereof
                    on the Commencement Date, [**]. Such AT&T Facilities,
                    Equipment and Software shall [**] of any [**].

               (ix) SUPPLIER SUBCONTRACTS AND THIRD-PARTY CONTRACTS. Supplier
                    shall inform AT&T of subcontracts or Third-Party Contracts
                    used by Supplier, Supplier Subcontractors or Supplier
                    Affiliates primarily to perform the Services. Subject to
                    SECTION 6.4(D), Supplier shall, at AT&T's request, cause any
                    such Subcontractors, Supplier Affiliates or third-party
                    contractors to permit AT&T or its designees to assume
                    prospectively any such contract or to enter into a new
                    contract with AT&T or its designee [**]. Supplier shall so
                    assign the designated subcontract and Third-Party Contract
                    to AT&T or its designee as of the expiration or termination
                    date or the completion of any Termination Assistance
                    Services requiring such subcontract or Third-Party Contract
                    requested by AT&T under this SECTION 4.3, whichever is
                    later. [**]. Supplier shall (i) represent and warrant that
                    it is not in default under such subcontracts and Third-Party
                    Contracts, (ii) represent and warrant that all payments
                    thereunder through the date of assignment are current, (iii)
                    represent and warrant that no payments or charges shall be
                    payable by AT&T to Supplier (or such third-party contractor)
                    for benefits or services received by Supplier under such
                    subcontracts and Third-Party Contracts prior to the date of
                    assignment, and (iv) notify AT&T of any Subcontractor or
                    third-party contractors defaults with respect to such
                    subcontracts and Third-Party Contracts [**]. Supplier shall
                    [**] hereby with respect to such Third-Party Contract.

               (x)  OTHER SUBCONTRACTS AND THIRD-PARTY CONTRACTS. In addition to
                    its obligations under SECTION 4.3(B)(VI), Supplier shall
                    make available to


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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                    AT&T or its designee, [**], any Subcontractor or third-party
                    services then being utilized by Supplier in the performance
                    of the Services. Supplier shall retain the right to utilize
                    any such Subcontractor or third-party services in connection
                    with the performance of services for any other Supplier
                    customer. AT&T shall retain the right [**] to the extent
                    provided in SECTION 4.3(B)(VI).

               (xi) EXTENSION OF SERVICES. During any period following the
                    expiration or termination date in which Supplier is
                    providing Termination Assistance Services, Supplier shall
                    provide to the Eligible Recipient(s), at AT&T's request, any
                    or all of the Services being performed by Supplier prior to
                    the expiration or termination date, including those Services
                    described in SECTION 4.1 and SCHEDULE D; provided that AT&T
                    may extend the period for the provision of such Services for
                    up to three (3) additional months in accordance with SECTION
                    4.3(A)(II). To the extent AT&T requests such Services, [**]
                    would have been [**] for such Services [**]. To the extent
                    AT&T requests a portion (but not all) of the Services [**].

               (xii) RATES AND CHARGES. [**], AT&T shall pay Supplier [**].
                    Supplier will [**], and AT&T shall [**]. To the extent the
                    Termination Assistance Services requested by AT&T can be
                    provided by Supplier [**], or to the extent that Termination
                    Assistance Services consist of [**] be provided by Supplier
                    [**] to be performed by Supplier, [**].

          (c)  SURVIVAL OF TERMS. This SECTION 4.3 shall survive
               termination/expiration of this Agreement.

     4.4  USE OF THIRD PARTIES

          (a)  [**]. Nothing in this Agreement [**], and notwithstanding
               anything to the contrary contained herein, this Agreement [**]
               described in this Agreement [**]. Subject to the other provisions
               of this Agreement [**] in this Agreement [**].

          (b)  SUPPLIER COOPERATION. Supplier shall fully cooperate with and
               work in good faith with AT&T or AT&T Third Party Contractors as
               described in SCHEDULE D or requested by AT&T [**]. At AT&T's
               request, such cooperation shall, at a minimum, include: (i)
               timely providing access to any facilities being used to provide
               the Services, as necessary for AT&T personnel or AT&T Third Party
               Contractors to perform the work assigned to them; (ii) timely
               providing reasonable electronic and physical access to the
               business processes and associated Equipment, Software [**] and/or
               Systems to the extent necessary and appropriate for AT&T
               personnel or AT&T Third Party Contractors to perform the work
               assigned to them; (iii) timely providing written requirements,


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    AT&T, Amdocs and their Affiliated Companies only, and is not for general
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               standards, policies or other documentation for the business
               processes and associated Equipment, Software or Systems procured,
               operated, supported or used by Supplier in connection with the
               Services; or (iv) any other cooperation or assistance reasonably
               necessary for AT&T personnel or AT&T Third-Party Contractors to
               perform the work in question. AT&T personnel and AT&T Third-Party
               Contractors shall comply with Supplier's reasonable security and
               confidentiality requirements, and shall, to the extent performing
               work on Software, Equipment or Systems for which Supplier has
               operational responsibility, comply with Supplier's reasonable
               standards, methodologies and procedures.

          (c)  NOTICE BY SUPPLIER. Supplier shall immediately notify AT&T when
               it becomes aware that an act or omission of an AT&T Third-Party
               Contractor will cause, or has caused, a problem or delay in
               providing the Services, and shall use commercially reasonable
               efforts to work with AT&T and the AT&T Third-Party Contractor to
               prevent or circumvent such problem or delay. Supplier shall
               cooperate with AT&T and AT&T Third-Party Contractors to resolve
               differences and conflicts arising between the Services and other
               activities undertaken by AT&T or AT&T Third-Party Contractors.

5.   [**]

     5.1  SUPPLIER RESPONSIBILITY

          [**], Supplier shall undertake all administrative activities necessary
          to obtain [**] for which Supplier has responsibility under SECTION
          6.4(A). At Supplier's request, AT&T will cooperate with Supplier in
          obtaining the [**] by executing certain AT&T-approved written
          communications and other documents prepared or provided by Supplier.
          [**], Supplier shall [**] Supplier has [**] for which Supplier has
          responsibility under SECTION 6.4(A).

     5.2  AT&T RESPONSIBILITY

          [**], AT&T shall undertake all administrative activities necessary to
          obtain [**] for which AT&T has responsibility under SECTION 6.4(A)(I).
          At AT&T's request, Supplier will cooperate with AT&T in obtaining the
          [**] by executing certain Supplier-approved written communications and
          other documents prepared or provided by AT&T. [**], AT&T may [**] AT&T
          has [**] for which AT&T has responsibility under SECTION 6.4(A).

     5.3  FINANCIAL RESPONSIBILITY FOR [**]

          Each party shall [**], for which it has financial responsibility under
          SECTION 6.4(A), as applicable.


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                     companies except by written agreement.
<PAGE>

                                                Agreement Number: 20070319.002.C

     5.4  CONTINGENT ARRANGEMENTS

          [**], the Party responsible for obtaining a [**] under SECTION 5.1 or
          5.2, as applicable, [**], then, [**], Supplier shall [**] as are
          necessary [**] following the date on which such [**], the Parties will
          [**] specified in this Agreement [**]. In addition, if either Party
          [**] under SECTION 5.1 or 5.2, as applicable[**] or [**], AT&T may
          terminate the Agreement or any affected portion thereof [**]. Except
          as otherwise expressly provided herein, [**] under this Agreement and
          Supplier shall [**] in connection with [**] or [**].

     5.5  COOPERATION

          Each Party shall cooperate with the other Party in obtaining any [**]
          for which the other Party has responsibility under SECTION 6.4(A),
          including [**], provided that nothing in this Section shall be
          interpreted to change [**] as otherwise described in this Agreement.

6.   FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE
     PROVISION OF SERVICES

     6.1  SERVICE FACILITIES

          (a)  SERVICE FACILITIES. The Services shall be provided at or from (i)
               the AT&T Facilities described on SCHEDULE N.1, (ii) the service
               locations owned or leased by Supplier or Supplier's Affiliates or
               Subcontractors and described on SCHEDULE N.2 or (iii) any other
               service location approved by Supplier and AT&T.

          (b)  AT&T FACILITIES. AT&T shall provide Supplier with the use of and
               access to the AT&T Facilities (or equivalent space) described in
               SCHEDULE N.1 for the Term solely as necessary for Supplier to
               perform the Services. All AT&T owned or leased assets provided
               for the use of Supplier under this Agreement shall remain in AT&T
               Facilities unless AT&T otherwise agrees. In addition, [**]
               Supplier shall [**]. Supplier [**] under this Agreement. AT&T
               shall [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, [**].

          (c)  FURNITURE, FIXTURES AND EQUIPMENT. The office facilities provided
               by AT&T for the use of Supplier Personnel will be generally
               comparable to the office space occupied by (i) the AT&T Personnel
               prior to the Commencement Date or (ii) the then-standard office
               space occupied by similarly situated AT&T employees; provided,
               however, that the office space provided by AT&T [**]. Such
               Supplier Personnel shall be permitted to use office furniture,
               fixtures, standard desktops or laptops, phones and incidental
               office equipment provided by AT&T (the "AT&T-PROVIDED OFFICE
               EQUIPMENT"), which shall be [**] as of the Commencement Date.
               AT&T shall upgrade, update, maintain and replace the
               AT&T-Provided Office Equipment in the same manner as similar
               equipment


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<PAGE>

                                                Agreement Number: 20070319.002.C

               used by (i) the AT&T Personnel prior to the Commencement Date and
               (ii) similarly situated AT&T employees. Supplier shall [**] all
               other office furniture, fixtures and equipment needed by Supplier
               or Supplier Personnel to provide the Services at the AT&T
               Facilities, and for all upgrades, replacements and additions to
               such AT&T-Provided Office Equipment; provided that such furniture
               and fixtures must be [**] by AT&T and meet AT&T's then-current
               standards. Supplier Personnel using the office facilities
               provided by AT&T will be accorded reasonable access to the
               communications wiring in such facilities (including fiber, copper
               and wall jacks) and the use of certain shared office equipment
               and services, such as photocopiers, local and long distance
               telephone service for AT&T-related (domestic U.S.A) calls,
               telephone handsets, mail service, office support service (e.g.,
               janitorial) heat, light, and air conditioning; provided that such
               access and usage shall be solely for and in connection with the
               provision of Services by such Supplier Personnel; and provided
               further that Supplier shall [**] if and to the extent [**].
               Supplier shall [**]. EXCEPT AS OTHERWISE PROVIDED, [**].

          (d)  SUPPLIER'S RESPONSIBILITIES REGARDING [**]. To the extent any
               Equipment provided or used by Supplier or Supplier Personnel is
               connected directly to [**], such Equipment shall be (i) subject
               to [**] by AT&T, (ii) in strict compliance with [**] and (iii) in
               strict compliance with [**]. Supplier shall not [**]. Supplier's
               interconnections to [**] under this Agreement shall be governed
               by the terms and conditions of the [**]. The definition of "[**]"
               under the [**] shall be deemed to include this Agreement and the
               definition of "[**]" under the [**] shall be deemed to include
               [**]. Immediately upon executing and delivering this Agreement,
               the Parties shall execute and deliver a [**] under this
               Agreement.

          (e)  SUPPLIER'S RESPONSIBILITIES. Except as provided in SECTIONS (A),
               (B) and (C) and SECTION 6.5, Supplier shall be responsible for
               providing all furniture, fixtures, Equipment, space and other
               facilities required to perform the Services and all upgrades,
               improvements, replacements and additions to such furniture,
               fixtures, Equipment, space and facilities. Without limiting the
               foregoing, Supplier shall (i) provide all maintenance, site
               management, site administration and similar services for the
               Supplier Facilities, and (ii) provide uninterrupted power supply
               services for the designated Software, Equipment, Systems and
               facilities at the Supplier Facilities.

          (f)  PHYSICAL SECURITY. AT&T is responsible for the physical security
               of the AT&T Facilities; provided, that Supplier shall be
               responsible for the safety and physical access and control of the
               areas that Supplier is using in performing the Services and
               Supplier shall not permit any person to have access to, or
               control of, any such area unless such access or control is
               permitted in accordance with control procedures approved by AT&T
               or any higher standard agreed to by AT&T and


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    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               Supplier. Supplier shall be solely responsible for compliance by
               Supplier Personnel with such control procedures, including
               obtaining advance approval to the extent required.

          (g)  SECURITY. Except as provided in SECTION 6.1(F), Supplier shall
               maintain and cause Supplier Personnel to adhere to the
               operational, safety and security standards, requirements and
               procedures then in effect at the AT&T Facilities described in
               SECTION 6.1(A), as such standards, requirements and procedures
               may be modified by AT&T, and notified to Supplier in writing
               (including through access to appropriate website(s)), from time
               to time.

          (h)  EMPLOYEE SERVICES. Subject to applicable security requirements,
               AT&T will permit Supplier Personnel to use certain employee
               facilities [**] at the AT&T Facilities that are [**]. The
               employee facilities in question and the extent of Supplier
               Personnel's permitted use shall be specified in writing by AT&T
               and shall be subject to modification [**]. Supplier Personnel
               will not be permitted to use employee facilities designated by
               AT&T [**].

          (i)  USE OF AT&T FACILITIES. Unless Supplier obtains AT&T's prior
               written agreement, which may be withheld by AT&T in its sole
               discretion, Supplier shall use the AT&T Facilities, and the
               Equipment and Software located therein, [**] to AT&T and the
               Eligible Recipients. AT&T reserves the right, upon [**], or such
               shorter time as AT&T may be required by Law, to relocate an AT&T
               Facility from which the Services are then being provided by
               Supplier to another geographic location; provided that, in such
               event, [**]. In such event, AT&T shall [**]; provided that
               Supplier notifies AT&T of such [**], obtains AT&T's approval
               prior to [**]; and uses commercially reasonable efforts to [**].
               AT&T also reserves the right to direct Supplier to [**] provided
               by Supplier and to thereafter [**]. In such event, AT&T shall
               [**], including, if applicable, [**]; provided that [**] in this
               Agreement and that Supplier notifies AT&T of such [**], obtains
               AT&T's approval prior to [**].

          (j)  CONDITIONS FOR RETURN. If Supplier desires to no longer utilize
               the AT&T Facilities as contemplated by SECTION 6.1 or are
               otherwise no longer required for performance of the Services,
               Supplier shall notify AT&T as soon as practicable and Supplier
               shall vacate and return such AT&T Facilities (including any
               improvements to such facilities made by or at the request of
               Supplier) to AT&T in substantially the same condition as when
               such facilities were first provided to Supplier, subject to
               reasonable wear and tear and any improvements to such facilities
               made by or at the request of Supplier; provided, however, that
               Supplier shall not be responsible for the acts of AT&T or its
               personnel or subcontractors (other than Supplier and its
               Subcontractors and Affiliates) causing damage to such facilities.


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          (k)  NO VIOLATION OF LAWS. Supplier shall (i) treat, use and maintain
               the AT&T Facilities in a reasonable manner, and (ii) ensure that
               neither Supplier nor any of its Subcontractors commits, and use
               all reasonable efforts to ensure that no third party commits, any
               act in violation of any Laws in such Supplier-occupied AT&T
               Facility or any act in violation of AT&T's insurance policies or
               in breach of AT&T's obligations under the applicable real estate
               leases in such Supplier-occupied AT&T Facilities (in each case,
               to the extent Supplier has received notice of such insurance
               policies or real estate leases or should reasonably be expected
               to know of such obligations or limitations).

     6.2  USE OF SUPPLIER FACILITIES

          During the term of this Agreement, Supplier will provide to AT&T [**]
          (i) reasonable use of Supplier facilities at Supplier sites where the
          Services are being performed and (ii) access to reasonable
          work/conference space at Supplier sites where the Services are being
          performed, for the conduct of AT&T's activities related to this
          Agreement.

     6.3  AT&T RULES/EMPLOYEE SAFETY

          (a)  AT&T RULES AND COMPLIANCE. In performing the Services and using
               the AT&T Facilities, Supplier shall observe and comply, and shall
               cause all Supplier Personnel to comply, with all AT&T policies,
               rules and regulations applicable to AT&T Facilities or the
               provision of the Services, including those set forth on SCHEDULE
               D.3 and those applicable to specific AT&T Sites, all as have been
               provided to Supplier in writing (collectively, "AT&T RULES").
               AT&T agrees that, by the Commencement Date, AT&T will fully
               inform Supplier of, and provide to Supplier, the AT&T Rules.
               Supplier shall be responsible for the promulgation and
               distribution of AT&T Rules to Supplier Personnel as and to the
               extent necessary and appropriate. Additions or modifications to
               the AT&T Rules shall be communicated by AT&T in writing to
               Supplier or Supplier Personnel or may be made available to
               Supplier or Supplier Personnel by posting at an AT&T Facility,
               electronic posting or other means generally used by AT&T to
               disseminate such information to its employees or contractors.
               Supplier and Supplier Personnel shall observe and comply with
               such additional or modified AT&T Rules. To the extent that any
               such additions or modifications increase Supplier's aggregate
               costs in performing the Services or Supplier's responsibilities
               hereunder by more than [**] percent ([**]%), the Parties will
               address such impact through the provisions applicable to New
               Services under SECTION 11.5.

          (b)  SAFETY AND HEALTH COMPLIANCE. Supplier and Supplier Personnel
               shall familiarize themselves with the premises and operations at
               each AT&T Site or Facility at or from which Services are rendered
               and the AT&T Rules applicable to each such Site. Supplier and
               Supplier Personnel shall observe and comply


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               with the OSHA regulations, all applicable safety and
               environmental Laws, all industrial insurance, security and health
               regulations and all other Laws applicable to the use of each AT&T
               Facility or Site or the provision of the Services as the same may
               be communicated by AT&T in writing to Supplier or may be made
               available to Supplier or Supplier Personnel by posting at an AT&T
               Facility, electronic posting or other means generally used by
               AT&T to disseminate such information to its employees or
               contractors. Supplier shall be responsible for ensuring
               Equipment, Software, Systems and Services for which it is
               financially and operationally responsible comply with such Laws
               and shall be responsible for any acts or omissions of Supplier
               Personnel in contravention of such Laws. Supplier and Supplier
               Personnel also shall observe and comply with all AT&T Rules with
               respect to safety, health, security, industrial insurance and the
               environment and shall take all commercially reasonable
               precautions to avoid injury, property damage, spills or emissions
               of hazardous substances, materials or waste, and other dangers to
               persons, property or the environment. To the extent required by
               AT&T, Supplier Personnel shall receive prescribed training prior
               to entering certain AT&T Sites or Facilities.

     6.4  SOFTWARE.

          (a)  Financial Responsibility.

               (i)  AT&T shall be responsible for the costs of [**] associated
                    with Supplier's (and such Subcontractors described on
                    SCHEDULE C.2 as of the Effective Date, but not other
                    Subcontractors later added to SCHEDULE C.2) provision of the
                    Services described in this Agreement with respect to
                    Third-Party Software identified in SCHEDULES A and E. AT&T
                    shall be responsible for [**] on or after the Commencement
                    Date associated with [**] used to provide the Services.
                    Notwithstanding the foregoing, AT&T's responsibility for
                    [**] shall be limited to [**].

               (ii) Except as set forth in SECTION 6.4(A)(I) or otherwise set
                    forth in this Agreement, Supplier shall be [**] on or after
                    the Commencement Date (or, if later, the date on which
                    Supplier assumes responsibility for the related Services in
                    accordance with the Transition Plan), including [**] for
                    which Supplier has responsibility under SECTION 6.4(A) [**].

               (iii) Except as set forth in SECTION 6.4(A)(I), Supplier shall
                    [**] on or after the Commencement Date (or, if later, the
                    date on which Supplier assumes responsibility for the
                    related Services in accordance with the Transition Plan)
                    [**].


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (b)  OPERATIONAL RESPONSIBILITY. With respect to any Software and
               related Third-Party Contracts for which Supplier is operationally
               responsible under SCHEDULES D, Supplier shall be responsible for
               (i) the evaluation, procurement, testing, installation, rollout,
               use, support, management, administration, operation and
               maintenance of such Software and related Third Party Contracts;
               (ii) the evaluation, procurement, testing, installation, rollout,
               use, support, management, administration, operation and
               maintenance of new, substitute or replacement Software and
               related Third Party Contracts (including upgrades, enhancements,
               new versions or new releases of such Software); (iii) the
               performance, availability, reliability, compatibility and
               interoperability of such Software, each in accordance with this
               Agreement, [**]; (iv) the compliance with and performance of all
               operational, administrative and contractual obligations specified
               in such licenses and contracts; (v) the administration and
               exercise as appropriate of all rights available under such
               licenses and agreements; and (vi) [**] under such Software
               licenses [**] under this SECTION 6.4(B) (except to the extent
               that such failure [**] under this Agreement).

          (c)  Reserved

          (d)  RIGHTS UPON EXPIRATION/TERMINATION. Before Supplier uses any
               Third Party Software or related Third Party Contracts (including
               maintenance and support agreements for Software), other than
               Third Party Software provided by AT&T to perform the Services,
               Supplier shall use all commercially reasonable efforts to (i)
               obtain for AT&T, the Eligible Recipients and AT&T's designees the
               license, sublicense, assignment and other rights specified or
               described in SECTIONS 6.9 and 14.7(C), (ii) ensure that [**],
               (iii) ensure that [**] to Supplier, and at least sufficient for
               the [**] the Services, as well as the [**], (iv) ensure that [**]
               of this Agreement [**], and (v) ensure that the rights of AT&T,
               the Eligible Recipients and AT&T's designees in such Third Party
               Software and Third-Party Contracts are [**] of this Agreement. If
               Supplier is [**], it shall notify AT&T [**]. Supplier and AT&T
               shall [**]. Supplier shall not [**]. If Supplier [**]. If AT&T
               [**], and Supplier [**], then Supplier [**].

          (e)  EVALUATION OF THIRD-PARTY SOFTWARE. In addition to its
               obligations under SECTION 6.4(A) and (B) and in order to
               facilitate AT&T's control of architecture, standards and plans
               pursuant to SECTION 9.5, Supplier shall use all commercially
               reasonable efforts to evaluate any Third-Party Software selected
               by or for AT&T to determine whether such Software will adversely
               affect AT&T's environment and/or Supplier's ability to provide
               the Services. Supplier shall complete and report the results of
               such evaluation to AT&T within thirty (30) days of its receipt of
               AT&T's request; provided, that Supplier shall use all
               commercially reasonable efforts to respond more quickly in the
               case of a pressing business need or an emergency situation.


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          (f)  [**]. With respect to all products and services procured by
               Supplier [**] during the course of performing the Services,
               Supplier shall use all commercially reasonable efforts to [**]
               such products and services (including [**]) except to the extent
               otherwise agreed by AT&T. If Supplier [**], it shall [**].

     6.5  RESERVED

     6.6  THIRD PARTY CONTRACTS.

          (a)  FINANCIAL RESPONSIBILITY. In addition to the Third-Party
               Contracts identified in SECTIONS 6.4 and 6.5, Supplier shall be
               responsible for [**] on or after the Commencement Date (or, if
               later, the date on which Supplier assumes responsibility for the
               related Services in accordance with the Transition Plan)
               associated with [**], and for which AT&T does not have financial
               responsibility pursuant to SCHEDULE D.1. Supplier also shall be
               responsible for [**] on or after the Commencement Date associated
               with new, substitute or replacement Third-Party Contracts used to
               provide the Services, and for which AT&T does not have [**]
               pursuant to SCHEDULE D.1.

          (b)  OPERATIONAL RESPONSIBILITY. With respect to the Third-Party
               Contracts identified in SECTION 6.6(A), and the services and
               products provided thereunder, Supplier shall, unless otherwise
               provided in SCHEDULE D, be responsible for (i) the evaluation,
               procurement, use, support, management, administration, operation
               and maintenance of such Third-Party Contracts and any new,
               substitute or replacement Third-Party Contracts; (ii) the
               performance, availability, reliability, compatibility and
               interoperability of such Third-Party Contracts and the services
               and products provided thereunder; (iii) the compliance with and
               performance of any operational, administrative or contractual
               obligations imposed on AT&T or Supplier under such Third-Party
               Contracts, including nondisclosure obligations; (iv) the
               administration and exercise as appropriate of all rights
               available under such Third-Party Contracts; and (v) [**]
               obligations under this SECTION 6.6.

          (c)  RIGHTS UPON EXPIRATION/TERMINATION. With respect to [**] to be
               used to provide the Services other than Third Party Contracts
               provided by AT&T, Supplier shall use all commercially reasonable
               efforts to (i) [**] the rights specified in SECTION 4.3(B)(VI),
               (ii) ensure that the granting of such rights [**], (iii) ensure
               that [**] to Supplier and [**] and (iv) ensure that [**]. If
               Supplier is [**]. If AT&T [**], then Supplier shall [**].

          (d)  TELECOMMUNICATION/IP SERVICES. To the extent Supplier uses
               telecommunication services or IP-based services (e.g., IP
               bandwidth) in


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               connection with the provision of the Services or the performance
               of the other obligations under this Agreement [**], provided,
               further, however, Supplier will [**].

          (e)  [**]. With respect to all [**] services procured by Supplier [**]
               during the course of performing the Services, Supplier shall use
               all commercially reasonable efforts to [**] except to the extent
               otherwise agreed by AT&T. If Supplier is unable to [**]. If AT&T
               [**], then Supplier shall [**].

     6.7  ASSIGNMENT OF THIRD-PARTY CONTRACTS

          (a)  ASSIGNMENT AND ASSUMPTION. On and as of the Commencement Date,
               AT&T shall assign to Supplier, and Supplier shall assume and
               agree to perform all obligations related to, any Third-Party
               Contracts listed in SCHEDULE C. AT&T and Supplier shall execute
               and deliver a mutually satisfactory assignment and assumption
               agreement with respect to such leases, licenses and agreements,
               evidencing the assignment and assumption provided for herein.
               AT&T represents and warrants that (i) it is not in default under
               such licenses, leases and Third-Party Contracts, (ii) all
               payments thereunder through the date of assignment are current,
               (iii) no payments or charges (including deferred payments) shall
               be payable by Supplier to AT&T (or such third-party contractor)
               for benefits or services received by AT&T under such licenses,
               leases and Third-Party Contracts prior to the date of assignment
               and (iv) it is not aware of any defaults with respect to such
               license, leases and Third-Party Contracts.

          (b)  ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE. With respect to any
               such Third-Party Contracts that cannot, as of the Commencement
               Date, be assigned to Supplier without breaching their terms or
               otherwise adversely affecting the rights or obligations of AT&T
               or Supplier thereunder, the performance obligations shall be
               deemed to be subcontracted or delegated to Supplier (but only to
               the extent not prohibited under the terms and conditions of such
               Third Party Contract) until any requisite consent, notice or
               other prerequisite to assignment can be obtained, given or
               satisfied by Supplier. It is understood that, from and after the
               Commencement Date, Supplier, as a subcontractor or delegatee,
               shall be financially and operationally responsible for such
               Third-Party Contracts. Supplier shall use commercially reasonable
               efforts to satisfy the consent, notice or other prerequisites to
               assignment and, upon Supplier doing so, Third-Party Contracts
               shall immediately be assigned and transferred to and assumed by
               Supplier.

          (c)  NON-ASSIGNABLE ITEMS. If, after Supplier using all commercially
               reasonable efforts for a reasonable period of time, a Third-Party
               Contract still cannot be assigned without breaching its terms or
               otherwise adversely affecting the rights or obligations of AT&T
               or Supplier thereunder, the Parties shall take such


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               actions and execute and deliver such documents as may be
               necessary to cause the Parties to realize the practical effects
               of the allocation of responsibilities intended to be effected by
               this Agreement.

          (d)  MODIFICATION AND SUBSTITUTION. Except as otherwise provided in
               this Agreement, Supplier may terminate, shorten or extend the
               Third-Party Contracts set forth on SCHEDULE C and may substitute
               or change suppliers relating to goods or services covered
               thereby; provided that, except as otherwise [**] under such
               Third-Party Contracts, (ii) shall [**]; (iii) shall [**] the
               Services; and (iv) [**], shall [**] applicable to Supplier [**].
               Supplier's rights under the immediate preceding sentence are
               [**]. Supplier shall [**].

     6.8  LICENSE TO AT&T-OWNED SOFTWARE AND THIRD-PARTY SOFTWARE

          (a)  LICENSE TO AT&T-OWNED SOFTWARE. As of the Commencement Date (or
               such later date on which Supplier assumes responsibility for the
               Services in question in accordance with the Transition Plan),
               AT&T hereby grants Supplier and, to the extent necessary for
               Supplier to provide the Services, to Subcontractors designated by
               Supplier that sign a written agreement with Supplier to be bound
               by all of the terms contained herein applicable to such Software
               (such agreement to include the terms specified in this SECTION
               6.8(A) as well as those pertaining to the ownership of such
               Software and any derivative materials developed by the Parties,
               the scope and term of the license, the restrictions on the use of
               such Software, the obligations of confidentiality, etc.) a
               non-exclusive, non-transferable, royalty-free right and license
               during the term of this Agreement to access, use, operate, copy
               and store the AT&T-Owned Software for the express and sole
               purpose of providing the Services. Except as is required for
               Supplier to perform the Services in relation to the AT&T-Owned
               Software, Supplier shall have no right to use the source code to
               such AT&T-Owned Software unless and to the extent approved in
               advance by AT&T. AT&T-Owned Software shall remain the sole and
               exclusive property of AT&T. Supplier and its Subcontractors shall
               not (i) use any AT&T-Owned Software for the benefit of any person
               or Entity other than AT&T or the Eligible Recipients, (ii) except
               as is required for Supplier to perform the Services in relation
               to the AT&T-Owned Software, separate or uncouple any portions of
               the AT&T-Owned Software, in whole or in part, from any other
               portions thereof or (iii) except as is required for Supplier to
               perform the Services in relation to the AT&T-Owned Software,
               reverse assemble, reverse-engineer, translate, disassemble,
               decompile or otherwise attempt to create or discover any source
               or human-readable code, underlying algorithms, ideas, file
               formats or programming interfaces of the AT&T-Owned Software by
               any means whatsoever, without the prior approval of AT&T, which
               may be withheld at AT&T's sole discretion. Except as otherwise
               requested or approved by AT&T, Supplier and its Subcontractors
               shall cease all use of AT&T-Owned Software upon the expiration or
               termination of this


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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               Agreement and the completion of any Termination Assistance
               Services requested by AT&T pursuant to SECTION 4.3 and shall
               certify such cessation to AT&T in a notice signed by an officer
               of Supplier and each applicable Subcontractor. [**].

          (b)  LICENSE TO THIRD-PARTY SOFTWARE. Subject to each party [**], AT&T
               hereby grants to Supplier, for the sole purpose of performing the
               Services and solely to the extent of AT&T's underlying rights,
               the same rights of access and use as AT&T possesses under the
               applicable software licenses with respect to AT&T-licensed
               Third-Party Software. AT&T shall provide Supplier with such
               rights to the AT&T-licensed Third-Party Software sufficient for
               the Supplier Personnel [**]. Supplier shall notify AT&T of the
               existence of, [**], provided that Supplier may request, and AT&T
               also shall grant such rights to [**]; provided that, Supplier
               shall [**]. Supplier and its Subcontractors shall comply with the
               duties, including use restrictions and those of nondisclosure,
               imposed on AT&T by such licenses. In addition, [**] all of the
               terms contained herein [**] to include the terms specified in
               this SECTION 6.8(B) as well as those pertaining to the ownership
               of such Software [**]. Except as otherwise requested or approved
               by AT&T (or the relevant licensor), Supplier and its
               Subcontractors shall cease all use of such Third Party Software
               upon the expiration or termination of this Agreement and the
               completion of any Termination Assistance Services requested by
               AT&T pursuant to SECTION 4.3. [**].

     6.9  LICENSE TO SUPPLIER-OWNED MATERIALS AND THIRD-PARTY SOFTWARE

          As of the Commencement Date (or such later date on which Supplier
          assumes responsibility for the Services in question in accordance with
          the Transition Plan) and continuing through the Term and any period of
          performance of Termination Assistance Services, Supplier hereby grants
          to AT&T and the Eligible Recipients, at no additional charge, a
          non-exclusive, royalty-free right and license to access and/or use the
          Supplier-Owned Materials used in connection with the performance of
          the Services and, [**], the Third-Party Software as to which Supplier
          holds the license or for which Supplier is financially responsible
          under this Agreement (including related documentation, methodology and
          tools and all modifications, replacements, Upgrades, enhancements,
          improvements, methodologies, tools, documentation, materials and media
          related thereto), to the extent necessary to (i) receive the full
          benefit of the Services, (ii) perform or have performed services of
          the nature of the Services, including in-scope processes and services,
          (iii) monitor, access, interface with or use the Materials then being
          used in the performance of the Services, and (iv) perform or have
          performed ancillary services and functions, including related
          information technology services and functions; provided, however, that
          prior to an AT&T Third-Party Contractor being provided access to
          Supplier-Owned Materials for any such purpose, such AT&T Third-Party
          Contractor shall first enter into a non-disclosure agreement with
          Supplier, in form substantially as set forth in EXHIBIT 6.
          Supplier-Owned Materials shall remain the sole and exclusive


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          property of Supplier. The provisions of this SECTION 6.9 are subject
          to any amendment the Parties may enter into pursuant to SECTIONS 14.2
          and 14.3. For the avoidance of doubt, provision is made in SECTION
          14.7 for continuing rights and licenses to access and use following
          termination of this Agreement.

     6.10 NOTICE OF DEFAULTS

     AT&T and Supplier shall promptly inform the other Party in writing of any
     breach of, or misuse or fraud in connection with, any Third-Party Contract,
     Equipment Lease or Third-Party Software license used in connection with the
     Services of which it becomes aware and shall cooperate with the other Party
     to prevent or stay any such breach, misuse or fraud.

7.   SERVICE LEVELS

     7.1  GENERAL

          Supplier shall perform the Services so as to meet or exceed the
          Service Levels set forth in SCHEDULE F. If more than one Service Level
          applies to any particular obligation of Supplier, Supplier shall
          perform in accordance with the most stringent such Service Levels.
          Supplier shall be responsible for meeting or exceeding the applicable
          Service Levels even where doing so is dependent on the provision of
          Services by Subcontractors, AT&T employees or, except as otherwise
          provided in the Policy and Procedures Manual, provided that nothing in
          the foregoing shall be interpreted to prevent the application of
          SECTION 10.2.

     7.2  SERVICE LEVEL [**]

          Supplier recognizes that AT&T is paying Supplier [**]. The service
          levels required of Supplier include [**]set forth in SCHEDULE F
          ("SERVICE LEVELS"). [**], then Supplier [**] specified in SCHEDULE F
          ("[**]") in [**]. Under no circumstances shall [**]. However, if AT&T
          [**], Supplier shall be entitled to [**].

     7.3  PROBLEM ANALYSIS

          If Supplier fails to provide Services in accordance with the Service
          Levels and this Agreement, Supplier shall (after restoring service or
          otherwise resolving any immediate problem): (i) promptly investigate
          and report on the causes of the problem; (ii) provide a Root Cause
          Analysis of such failure as soon as practicable, after such failure or
          AT&T's request; (iii) use all commercially reasonable efforts to
          implement remedial action and begin meeting the Service Levels as soon
          as practicable; (iv) advise AT&T of the status of remedial efforts
          being undertaken with respect to such problem; and (v) demonstrate to
          AT&T's reasonable satisfaction that the causes of such problem have
          been or will be corrected on a permanent basis. To the extent that
          [**], Supplier shall, in addition to its other obligations under this
          Agreement, [**]. Supplier shall [**]; provided that, [**], Supplier
          shall [**] and shall notify AT&T [**].


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

     7.4  MEASUREMENT AND MONITORING

          Except for Service Levels that AT&T chooses to measure and monitor
          itself, Supplier shall, [**], implement measurement and monitoring
          tools and metrics as well as standard reporting procedures, all
          acceptable to AT&T, to measure and report Supplier's performance of
          the Services against the applicable Service Levels. AT&T [**]shall
          have [**]. Supplier shall [**]. Supplier also shall [**] by Supplier
          [**]. AT&T shall [**] with their use.

     7.5  [**].

          (a)  [**]. Within sixty (60) days after the Commencement Date,
               Supplier shall [**] to be provided under this Agreement in
               accordance with [**] and shall [**] shall thereafter [**]
               hereunder. Thereafter, Supplier shall [**] and procedures
               specified in [**]. Supplier shall be [**] pursuant to this
               SECTION 7.5(A).

          (b)  [**], AT&T may [**] AT&T or such other party as AT&T may select.
               [**], Supplier shall [**].

          (c)  [**] pursuant to SECTION 7.5(A) or (B) [**], Supplier shall [**].
               AT&T and Supplier shall [**]; provided, that the [**]. Supplier's
               [**] Supplier and the [**] shall be completed. Following [**],
               Supplier will [**].

     7.6  NOTICE OF POTENTIAL MATERIAL ADVERSE IMPACT

          If Supplier [**] under this Agreement or any other [**], or (ii) that
          has [**] Supplier shall [**] and Supplier and AT&T shall [**].

8.   PERSONNEL

     8.1  RESERVED

     8.2  RESERVED

     8.3  DESIGNATED SUPPLIER PERSONNEL

          (a)  [**] Designated Supplier Personnel.

               (i)  [**] DESIGNATED SUPPLIER PERSONNEL [**].

               (ii) Supplier shall [**]. Supplier shall [**], shall provide
                    [**], and shall provide [**] as may be reasonably requested
                    by AT&T. If AT&T objects to the proposed assignment, the
                    Parties shall attempt in good


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                                                Agreement Number: 20070319.002.C

                    faith to resolve AT&T's concerns on a mutually agreeable
                    basis. If the Parties [**].

               (iii) AT&T may [**] under this Agreement [**].

          (b)  [**] DESIGNATED SUPPLIER PERSONNEL. Supplier shall [**] under
               this Agreement. In the event [**], Supplier shall [**]. Supplier
               shall [**] in accordance with SECTION 8.3(A)(II) and [**] under
               this Agreement. [**].

          (c)  [**]. Supplier will [**].

     8.4  RESERVED

     8.5  [**].

     8.6  [**] DESIGNATED SUPPLIER PERSONNEL

          [**], and Supplier Personnel [**] the extent to which Supplier has
          [**] under this Agreement; [**]. AT&T shall [**] identified above
          [**].

     8.7  SUPPLIER PERSONNEL ARE NOT AT&T EMPLOYEES

          Except as otherwise expressly set forth in this Agreement, the Parties
          intend to create an independent contractor relationship and nothing in
          this Agreement shall operate or be construed as making AT&T or
          Supplier partners, joint venturers, principals, joint employers,
          co-employers, agents or employees of or with the other. No officer,
          director, employee, agent, Affiliate, contractor or subcontractor
          retained by Supplier to perform work on AT&T's behalf hereunder shall
          be deemed to be an officer, director, employee, agent, Affiliate,
          contractor or subcontractor of AT&T for any purpose. Supplier, not
          AT&T, has the right, power, authority and duty to supervise and direct
          the activities of the Supplier Personnel and to compensate such
          Supplier Personnel for any work performed by them on AT&T's behalf
          pursuant to this Agreement. Supplier, and not AT&T, shall be
          responsible and therefore solely liable for all acts and omissions of
          Supplier Personnel.

     8.8  REPLACEMENT, QUALIFICATIONS AND RETENTION OF SUPPLIER PERSONNEL

          (a)  SUFFICIENCY AND SUITABILITY OF PERSONNEL. Supplier shall assign
               (or cause to be assigned) sufficient Supplier Personnel to
               provide the Services in accordance with this Agreement and such
               Supplier Personnel shall possess suitable competence, ability and
               qualifications and shall be properly educated and trained for the
               Services they are to perform.

          (b)  REQUESTED REPLACEMENT. In the event that AT&T determines that the
               continued assignment to AT&T of any Supplier Personnel (including
               Designated Supplier


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               Personnel) is not in the best interests of AT&T, then AT&T shall
               give Supplier notice to that effect requesting that such Supplier
               Personnel be replaced. Promptly after its receipt of such a
               request by AT&T, the Parties will discuss in good faith
               appropriate corrective measures designed to address AT&T's
               concerns (such agreement not to be unreasonably withheld by
               either Party), which shall commence [**] days after the Parties
               begin to discuss corrective measures. If: (i) [**] days after the
               commencement of agreed-upon corrective measures, the Parties are
               unable to agree that the corrective measurements have resolved
               the problem; or (ii) at any time, if AT&T reasonably believes
               such Supplier Personnel will create legal liability to AT&T or an
               Eligible Recipient, Supplier shall, upon AT&T's request, replace
               (or cause to be replaced) as promptly as possible such Supplier
               Personnel with an individual of suitable ability and
               qualifications, without cost to AT&T. Nothing in this provision
               shall operate or be construed to limit Supplier's responsibility
               for the acts or omission of the Supplier Personnel.

          (c)  [**] DATA. If AT&T determines that [**], Supplier shall [**].
               Notwithstanding [**], Supplier shall [**].

          (d)  [**]. With respect to [**], Supplier shall [**].

          (e)  [**] PERFORMING SERVICES [**]. Supplier shall require that all
               Supplier Personnel who are, or who are expected to be, engaged in
               the performance of Services to AT&T or the Eligible Recipients
               execute a non-disclosure agreement with Supplier with terms no
               less protective of AT&T's Proprietary Information as provided
               under this Agreement. [**] to perform services [**]. For the
               purposes of the foregoing, [**]. From time to time, and in any
               event upon [**], Supplier shall [**]. Upon [**] from time to
               time, Supplier shall [**], and Supplier shall [**] pursuant to
               the foregoing sentence.

          (f)  [**] EMPLOYEES. [**] to provide Services [**]; provided that
               [**]. Supplier will [**]. To the extent that [**], the Party will
               notify the other Party and Supplier will [**]. AT&T shall [**].

     8.9  CONDUCT OF SUPPLIER PERSONNEL

          (a)  CONDUCT AND COMPLIANCE. While at AT&T Sites, Supplier Personnel
               shall (i) comply with the AT&T Rules and other rules and
               regulations regarding personal and professional conduct generally
               applicable to personnel at such AT&T Sites (and communicated
               orally or in writing to Supplier or Supplier Personnel or made
               available to Supplier or Supplier Personnel by conspicuous
               posting at a AT&T Facility, electronic posting or other means
               generally used by AT&T to disseminate such information to its
               employees or contractors), (ii) comply with


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               reasonable requests of AT&T personnel pertaining to personal and
               professional conduct and (iii) otherwise conduct themselves in a
               businesslike manner.

          (b)  IDENTIFICATION OF SUPPLIER PERSONNEL. All Supplier Personnel
               shall clearly identify themselves as Supplier Personnel and not
               as employees of AT&T. This shall include any and all
               communications, whether oral, written or electronic. Each
               Supplier Personnel shall wear a badge indicating that he or she
               is not an employee of AT&T.

          (c)  RESTRICTION ON MARKETING ACTIVITY. Except for marketing
               representatives designated in writing by Supplier to AT&T, none
               of the Supplier Personnel shall conduct any marketing activities
               at AT&T, other than, subject to SECTION 13.4, reporting potential
               marketing opportunities to Supplier's designated marketing
               representatives.

     8.10 SUBSTANCE ABUSE

          Supplier shall immediately remove (or cause to be removed) any
          Supplier Personnel who is known to be or reasonably suspected of
          engaging in substance abuse while on a AT&T Site, in a AT&T vehicle or
          while performing Services. In the case of reasonable suspicion, such
          removal shall be pending completion of the applicable investigation.
          Substance abuse includes the sale, attempted sale, possession or use
          of illegal drugs, drug paraphernalia or, to the extent not permitted
          on AT&T Sites, alcohol or the misuse of prescription or
          non-prescription drugs. Supplier represents and warrants that it has
          and will maintain a substance abuse policy and that such policy will
          be applicable to all Supplier Personnel performing Services under this
          Agreement. Supplier represents and warrants that it shall require its
          Subcontractors and Affiliates providing Services to have and maintain
          such policy and practices and to adhere to this provision.

     8.11 UNION AGREEMENTS

          Supplier shall provide AT&T not less than ninety (90) days' notice of
          the expiration of any collective bargaining agreement with unionized
          Supplier Personnel if the expiration of such agreement or any
          resulting labor dispute could potentially interfere with or disrupt
          the business or operations of AT&T or an Eligible Recipient or impact
          Supplier's ability to timely perform its duties and obligations under
          this Agreement, provided that such obligation to notify shall not
          limit Supplier's obligation to perform the Services or its other
          obligations under this Agreement.

     8.12 LABOR DISPUTES

          (a)  Supplier understands that the performance, during a labor dispute
               between AT&T and the union(s) representing AT&T's employees, of
               work ordinarily performed by said employees, may result in
               Supplier's being viewed as a legal


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                                                Agreement Number: 20070319.002.C

               ally of AT&T under the labor laws of the United States, as a
               consequence of which Supplier and Supplier's business premises
               may be lawfully subjected to picketing, handbilling or other
               forms of communication to the public by striking employees of
               AT&T, or their union representatives.

          (b)  In the event of a labor dispute between AT&T and the union(s)
               representing AT&T Personnel, AT&T may [**], including the [**]
               the commencement of a labor dispute. Where AT&T [**] shall be
               reasonably [**] due to the labor dispute shall [**], as provided
               in SCHEDULE I.

          (c)  The rights and obligations of the Parties under this SECTION 8.12
               are [**] their respective rights under SECTIONS 21.1, 21.9 and
               18.2.

9.   SUPPLIER RESPONSIBILITIES

     9.1  POLICY AND PROCEDURES MANUAL

          (a)  DELIVERY AND CONTENTS. [**], Supplier shall deliver to AT&T for
               its review, comment and approval (i) an outline of the topics to
               be addressed in the Policy and Procedures Manual within [**] days
               after the Effective Date, and (ii) a final draft of the Policy
               and Procedures Manual [**] months after the Effective Date (the
               "POLICY AND PROCEDURES MANUAL"). At a minimum, the Policy and
               Procedures Manual shall include the topics and issues addressed
               in SCHEDULE D, PART 5 and the following:

               (i)  a detailed description of the Services and the manner in
                    which each will be performed by Supplier, including, as
                    appropriate (A) the Equipment, Software and Systems to be
                    used; (B) documentation (e.g., operations manuals,
                    specifications and disaster recovery plans) providing
                    further details regarding such Services; and (C) the
                    specific activities to be undertaken by Supplier in
                    connection with each Service, including the direction,
                    supervision, monitoring, staffing, reporting and planning
                    activities to be performed by Supplier under this Agreement;

               (ii) the procedures for AT&T/Supplier interaction and
                    communication, including, as appropriate (i) call lists;
                    (ii) procedures for and limits on direct communication
                    between Supplier and AT&T personnel; (iii) problem
                    management and escalation procedures; (iv) activity
                    prioritization procedures; (v) disaster recovery testing;
                    (vi) quality assurance procedures and checkpoint reviews;
                    and (vii) financial objectives, budgets, and performance
                    goals; and


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                                                Agreement Number: 20070319.002.C

               (iii) practices and procedures addressing such other issues and
                    matters as AT&T shall reasonably require.

               Supplier shall [**]. Until such [**], Supplier shall [**] prior
               to the Commencement Date.

          (b)  REVISION AND MAINTENANCE. Supplier shall incorporate any
               reasonable comments or suggestions of AT&T into the Policy and
               Procedures Manual and shall deliver a final revised version to
               AT&T [**] days of its receipt of such comments and suggestions
               for AT&T's approval. The Policy and Procedures Manual will be
               delivered and maintained by Supplier in hard copy and electronic
               formats and will be accessible electronically to AT&T information
               technology management and End Users in a manner consistent with
               AT&T's security policies.

          (c)  COMPLIANCE. Supplier shall perform the Services in accordance
               with AT&T's then-current policies and procedures as communicated
               to Supplier in writing (including through access to appropriate
               website(s)) until the Policy and Procedures Manual is finalized
               and agreed upon by the Parties. Thereafter, Supplier shall
               perform the Services in accordance with the Policy and Procedures
               Manual. In the event of a conflict between the provisions of this
               Agreement and the Policy and Procedures Manual, the provisions of
               this Agreement shall control unless the Parties expressly agree
               otherwise and such agreement is set forth in the relevant portion
               of the Policy and Procedures Manual.

          (d)  MODIFICATION AND UPDATING. Supplier shall promptly modify and
               update the Policy and Procedures Manual monthly to reflect
               changes in the operations or procedures described therein and to
               comply with AT&T's Strategic Decisions as described in SECTION
               9.5. Supplier shall provide the proposed changes in the manual to
               AT&T for review, comment and approval. To the extent any such
               change could (i) increase AT&T's total costs of receiving the
               Services; (ii) require material changes to AT&T facilities,
               systems, software or equipment; (iii) have a material adverse
               impact on the functionality, interoperability, performance,
               accuracy, speed, responsiveness, quality or resource efficiency
               of the Services; or (iv) violate or be inconsistent with AT&T's
               Strategic Decisions. [**].


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     9.2  GOVERNANCE. Supplier shall participate in, and fulfill its obligations
          under, SCHEDULE D, PART 4.

     9.3  REPORTS

          (a)  REPORTS. Supplier shall provide AT&T with reports pertaining to
               the performance of the Services and Supplier's other obligations
               under this Agreement sufficient to permit AT&T to monitor and
               manage Supplier's performance ("REPORTS"). The Reports to be
               provided by Supplier shall include those described in SCHEDULE Q
               in the format and at the frequencies provided therein. In
               addition, from time to time, AT&T may identify additional Reports
               to be generated by Supplier and delivered to AT&T on an ad hoc or
               periodic basis. There shall [**]. The Reports [**].

          (b)  BACK-UP DOCUMENTATION. As part of the Services, Supplier shall
               provide AT&T with such documentation and other information
               available to Supplier as may be reasonably requested by AT&T from
               time to time in order to verify the accuracy of the Reports
               provided by Supplier. In addition, Supplier shall provide AT&T
               with [**] this Agreement.

          (c)  CORRECTION OF ERRORS. [**], Supplier shall promptly correct any
               errors or inaccuracies in or with respect to the Reports, the
               information or data contained in such Reports or other contract
               deliverables caused by Supplier or its agents, Subcontractors,
               Managed Third Parties or third-party product or service
               providers.

     9.4  QUALITY ASSURANCE

          (a)  PROCESSES AND PROCEDURES. Supplier shall develop and implement
               quality assurance processes and procedures (including the
               procedures otherwise specified in this SECTION 9.4) to ensure
               that the Services are performed in an accurate and timely manner,
               [**]. Such procedures shall include verification, checkpoint
               reviews and other procedures for AT&T to assure the quality and
               timeliness of Supplier's performance. Supplier shall submit such
               processes and procedures to AT&T for its review, comment and
               approval within [**] days after the Effective Date. Upon AT&T's
               approval, such processes and procedures shall be included in the
               Policy and Procedures Manual. Prior to the approval of such
               processes and procedures by AT&T, Supplier shall adhere strictly
               to AT&T's then-current policies and procedures where Supplier has
               previously been advised of such policies and procedures by AT&T
               or such Eligible Recipient (including through access to
               appropriate website(s)). [**] with the Service Levels and other
               terms of this Agreement.


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                                                Agreement Number: 20070319.002.C

          (b)  MATERIALS QUALITY. Supplier hereby agrees that Materials
               furnished hereunder by Supplier have or will have undergone or
               have or will have been subject to appropriate quality control
               measures and procedures, including quality process reviews or
               inspections prior to delivery to AT&T.

          (c)  SUPPLIER PERFORMANCE PROGRAM. Both Parties hereby agree to
               participate in the Supplier Performance Program (hereinafter
               "PROGRAM") described below. The Program is a program to assist
               Supplier in self-identifying areas of deficiency that may develop
               in Supplier's performance as it relates to fulfilling its
               obligations under this Agreement. Participation in or use of, the
               Program does not negate or diminish Supplier's responsibilities
               as it relates to its requirements to perform its obligation as
               defined elsewhere in this Agreement nor does it negate, diminish
               or waive AT&T'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 the Agreement
               shall control.

               Supplier shall:

               (i)  Continuously monitor its performance relative to certain
                    measurable performance indices such as product performance,
                    service performance and on-time delivery. Performance
                    measurements collected for the purposes of the Program
                    (hereinafter "DATA") will be defined by AT&T and
                    communicated to Supplier from time to time.

               (ii) Collect and report to AT&T the Data relating to Supplier's
                    performance as requested by AT&T. The Data must be entered
                    by Supplier in AT&T's Supplier web site in a format that is
                    designated by AT&T.

               (iii) Conduct a self-evaluation of its performance based on the
                    analysis of the Data reported. In those areas where
                    Supplier's performance deviates from [**], Supplier shall
                    [**].

               (iv) Cooperate fully with AT&T's supplier performance management
                    team to coordinate Supplier's activities as they relate to
                    the Program. This includes participation in planning
                    meetings, audits, feedback sessions and issue resolution.

               AT&T shall:

               (v)  Define the Data requirements that Supplier will monitor and
                    report.


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                                                Agreement Number: 20070319.002.C

               (vi) Provide Supplier with access to AT&T's supplier website [**]
                    for the purposes of entering Supplier's data.

               (vii) Generate Performance Reports summarizing the Data and
                    provide Supplier with periodic feedback evaluating its
                    performance. AT&T's supplier performance management team
                    will assist Supplier in resolving any internal AT&T issues
                    that may impact Supplier's performance.

          (d)  SUPPLIER RECOMMENDATIONS. At least once each Contract Year,
               Supplier shall [**] make written recommendations to AT&T with
               respect to the efficiency and cost-effectiveness of the Services,
               including bringing to AT&T's attention any existing or planned
               promotional offerings of Supplier, Service upgrades or additional
               services that Supplier believes may be of value to AT&T or an
               Eligible Recipient, and recommending reconfigurations that
               optimize delivery of Services to Supplier efficiently and
               eliminate unwanted redundancy.

          (e)  SAVINGS CLAUSE. Nothing contained in this SECTION 9.4 will
               diminish Supplier's obligation to deliver Materials in
               conformance to Supplier's warranty obligations under this
               Agreement.

     9.5  [**] STRATEGIC DECISIONS AND AUTHORITY

          (a)  [**] STRATEGIC DECISIONS AND AUTHORITY. Notwithstanding any
               provision in this Agreement to the contrary, [**]. For purposes
               of the foregoing:

               (i)  Supplier shall [**]; provided, however, [**];

               (ii) [**], AT&T shall [**].

          (b)  SUPPLIER SUPPORT. [**], Supplier shall provide assistance to
               AT&T, in (i) AT&T's making of Strategic Decisions, (ii) defining
               information technology architectures and standards and (iii)
               preparing long-term strategic information technology plans and
               short-term implementation plans for such environment. The
               assistance to be provided by Supplier shall include (i) active
               participation with AT&T representatives on permanent and ad-hoc
               committees and working groups addressing such issues; (ii)
               assessments of the then-current architectures, standards and
               systems; (iii) analyses of Strategic Decisions and/or
               architectures, standards and systems in light of business
               priorities, business strategies and competitive market forces
               identified by AT& T; and (iv) recommendations regarding
               architectures and platforms, software and hardware products,
               information technology strategies and directions and other
               enabling technologies. With respect to each recommendation,
               Supplier shall provide high-level estimates and analyses of the
               following: (i) cost projections and


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               cost/benefit analyses; (ii) the changes, if any, in the personnel
               and other resources required to operate and support the changed
               environment; (iii) the resulting impact on AT&T's information
               technology costs; (iv) the expected performance, quality,
               responsiveness, efficiency, reliability and other service levels;
               and (v) general plans and high-level projected time schedules for
               development and implementation.

          (c)  [**] SUPPORT. As reasonably requested by AT&T [**] as part of its
               [**] process, Supplier shall assist AT&T [**], if any. In
               addition, on an annual basis, Supplier shall provide information
               to AT&T regarding opportunities to modify or improve the
               Services.

          (d)  SUPPLIER [**], AT&T shall [**]. Supplier shall (i) comply [**],
               (ii) [**] and (iii) [**].

     9.6  CHANGE MANAGEMENT

          (a)  COMPLIANCE WITH CHANGE MANAGEMENT PROCEDURES. In making any
               Change, Supplier shall comply with the provisions of this SECTION
               9.6 and the procedures specified in SCHEDULE V (collectively, the
               "CHANGE MANAGEMENT PROCEDURES"). The Change Management Procedures
               shall be set forth in the Policy and Procedures Manual and shall
               further [**] and shall provide for use of the change control
               system and tools specified by AT&T. Prior to making any Change or
               using any new Software or Equipment to provide the Services,
               Supplier shall have verified that the change or item has been
               properly installed, is operating in accordance with its
               specifications, is performing its intended functions in a
               reliable manner and is compatible with and capable of operating
               as part of the AT&T environment.

          (b)  CHANGE COSTS.

               (i)  SUPPLIER RESPONSIBILITY. Without limiting AT&T's right of
                    approval under SECTION 9.6(C), unless otherwise specified in
                    SCHEDULE D or expressly approved by AT&T, [**] associated
                    with (i) the design, installation, implementation, testing
                    and rollout of such Change, (ii) any modification or
                    enhancement to, or substitution for, any impacted Services,
                    Software, Equipment or System, (iii) any increase in the
                    cost to AT&T of operating, maintaining or supporting any
                    impacted Software, Equipment or System and (iv) subject to
                    SECTION 9.6(H), any increase in resource usage to the extent
                    it results from a Change.

               (ii) AT&T CHANGES [**]. Without limiting the provisions of
                    SECTION 9.6(B)(I), in the event AT&T [**] under this
                    Agreement and subject to the application of SECTION 9.6(I)
                    below [**], AT&T shall [**].


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                    Supplier shall [**], which determination shall be made in
                    accordance with the provisions of SECTION 9.6(B)(II)(1), (2)
                    and (3). If such assessment indicates [**], Supplier shall
                    also [**] therefrom. The Parties shall discuss and modify
                    such [**], as applicable. If AT&T [**], as applicable,
                    Supplier shall [**] in accordance with [**]. If AT&T [**],
                    Supplier shall [**] and the Parties shall [**] set forth in
                    ARTICLE 19. For purposes of the foregoing:

                    (1)  [**]. To the extent [**]:

                         i.   [**]; or

                         ii.  [**], including through [**],

                         [**];

                         there shall be [**].

                    (1)  POTENTIAL CHARGE IMPACTING [**]. To the extent the [**]
                         by Supplier that [**] shall be subject to [**], in
                         accordance with SECTION 11.5 as if [**].

                    (1)  DECREASED CHARGE [**]. To the extent the [**] Supplier,
                         the Charges shall be [**].

          (c)  [**]. Supplier shall [**] the Services; (ii) require material
               changes to AT&T facilities, systems, software, utilities, tools
               or equipment; (iii) require [**], (iv) have [**] as specified in
               SECTION 9.5 [**].

          (d)  INFORMATION FOR EXERCISE OF STRATEGIC DECISIONS AUTHORITY. In
               order to facilitate AT&T's Strategic Decisions, architecture,
               standards and plans pursuant to SECTION 9.5, Supplier will
               provide AT&T with such information as AT&T shall reasonably
               require with respect to any such proposed Change. Such
               information shall include [**]. Such description shall include
               [**] of this Agreement [**].

          (e)  TEMPORARY EMERGENCY CHANGES. Notwithstanding the foregoing,
               Supplier may make temporary Changes required by an emergency
               [**]. Supplier shall document and report such emergency changes
               to AT&T [**] after the change is made. Such Changes shall not be
               implemented on a permanent basis [**].

          (f)  IMPLEMENTATION. Supplier will schedule and implement all Changes
               to be performed or provided by Supplier so as not to unreasonably
               (i) disrupt or adversely impact the business or operations of
               AT&T or the Eligible Recipients,


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               (ii) degrade the Services then being received by them or (iii)
               interfere with their ability to obtain the full benefit of the
               Services.

          (g)  PLANNING AND TRACKING. The status of Changes will be
               appropriately monitored and tracked by Supplier against the
               applicable schedule and reported (including provision of advance
               notice) to AT&T on a periodic basis in accordance with the
               applicable implementation schedule.

          (h)  COMPARISONS. For any System Change under this Agreement, Supplier
               shall, upon AT&T's request, perform a comparison at a reasonable
               and mutually agreed level of detail, between the amount of
               resources required by the affected Software or Equipment to
               perform a representative sample of the processing being performed
               for AT&T immediately prior to and immediately after the System
               Change. AT&T shall not be required [**].

          (i)  SYSTEM CHANGES.

               (i)  APPLICATION SOFTWARE CHANGES BY SUPPLIER. In the case of
                    System Changes consisting of Application Software
                    modifications performed or provided by Supplier (whether
                    under this Agreement or separate agreement between Supplier
                    and AT&T),

                    (1)  Changes identified by Supplier and expressly approved
                         by AT&T shall, for purposes of this SECTION 9.6 be
                         deemed a [**] request by AT&T pursuant to SECTION
                         9.6(B)(II), and

                    (1)  other Changes shall, for purposes of this SECTION 9.6
                         be deemed a [**] that is the responsibility of Supplier
                         pursuant to SECTION 9.6(B)(I).

               (ii) OTHER SYSTEM CHANGES. Changes to the System that impact the
                    Services other than Changes addressed in (i)(i) above shall
                    be deemed and treated as [**] requests by AT&T pursuant to
                    SECTION 9.6(B)(II).

               (iii) IN-FLIGHT SYSTEM CHANGES. For the avoidance of doubt, the
                    provisions of this SECTION 9.6(I) shall apply to in-flight
                    System Changes underway as of the Effective Date.

     9.7  SOFTWARE CURRENCY

          (a)  CURRENCY OF SOFTWARE. Subject to and in accordance with SECTIONS
               6.4, 6.5, 9.5, 9.6, 9.7 and SCHEDULE I, Supplier agrees to
               maintain reasonable currency for all Software for which it is
               financially responsible under this Agreement and to provide
               maintenance and support for new releases and versions of Software
               for which it is operationally responsible. [**], (i) Supplier
               shall [**], and (ii)


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               Supplier shall [**]. AT&T shall [**], as contemplated in SECTION
               6.1(C). For the avoidance of doubt, Supplier shall [**] under
               this section with regard to the [**].

          (b)  VALIDATION. Prior to installing a new Major Release of Software
               for which it is operationally and financially responsible under
               this Agreement, Supplier shall validate such Release to verify
               that it will perform in accordance with this Agreement and the
               architectures [**]. The validation performed by Supplier shall be
               [**] under such circumstances. For the avoidance of doubt,
               Supplier shall [**] under this section with regard to the [**].

          (c)  PROVISION OF VALIDATION TO AT&T. Notwithstanding SECTION 9.7(A),
               Supplier shall provide to AT&T, prior to installing any Major
               Release for which it is operationally and financially responsible
               under this Agreement, the results of its validation of such Major
               Release. Supplier shall [**]. Supplier shall [**] and as
               otherwise required by this Agreement. For the avoidance of doubt,
               Supplier shall [**] under this section with regard to the [**].

     9.8  ACCESS TO [**]

          Upon AT&T's request, Supplier shall provide AT&T with [**] access to
          Supplier's [**].

     9.9  AUDIT RIGHTS

          (a)  SUPPLIER RECORDS. Supplier shall, and shall cause its
               Subcontractors to, maintain complete and accurate records of and
               supporting documentation [**] all transactions, authorizations,
               Changes, implementations, soft document access, reports,
               analyses, data or information created, generated, collected,
               processed or stored by Supplier in the performance of its
               obligations under this Agreement ("CONTRACT RECORDS"). Supplier
               shall maintain such Contract Records in accordance with generally
               accepted accounting principles applied on a consistent basis and
               generally accepted auditing standards. Supplier shall retain all
               data and information (including AT&T Data and Contract Records)
               (i) in accordance with AT&T's record retention policy as it may
               be modified from time to time and provided to Supplier in
               writing; (ii) [**]; and (iii) as required by Laws.

          (b)  OPERATIONAL AUDITS. Supplier shall, and shall cause its
               Subcontractors to, provide to AT&T [**] access at reasonable
               hours to Supplier Personnel, to the facilities at or from which
               Services are then being provided and to Supplier records and
               other pertinent information, all to the extent relevant to the
               Services and Supplier's obligations under this Agreement. Such
               access shall be provided for the purpose of [**]. Supplier shall
               [**] of this Agreement, Supplier shall [**] as a result thereof.


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                                                Agreement Number: 20070319.002.C

          (c)  FINANCIAL AUDITS. During the term of this Agreement and for a
               period of [**] of this Agreement, Supplier shall, and shall cause
               its Subcontractors to, provide to AT&T (and internal and external
               auditors, inspectors, regulators and other representatives that
               AT&T may designate from time to time) access at reasonable hours
               to Supplier Personnel and to Contract Records and other pertinent
               information, all to the extent relevant to the performance of
               Supplier's obligations under this Agreement. Such access shall be
               provided for the purpose of performing audits and inspections to
               [**] applicable legal, regulatory and contractual requirements.
               Supplier shall provide any assistance reasonably requested by
               AT&T or its designee in conducting any such audit and shall make
               requested personnel, records and information available during the
               term of this Agreement and thereafter, during the period
               specified in AT&T's records retention policy, as it may be
               modified from time to time. [**] in accordance with ARTICLE
               18.3(D)(I), Supplier shall [**].

          (d)  AUDIT ASSISTANCE. AT&T and certain Eligible Recipients may be
               subject to regulation by governmental bodies and other regulatory
               authorities under applicable laws, rules, regulations and
               contract provisions. If a governmental body or regulatory
               authority exercises its right to examine or audit AT&T's or an
               Eligible Recipient's books, records, documents or accounting
               practices and procedures pursuant to such laws, rules,
               regulations or contract provisions, Supplier shall provide all
               assistance requested by AT&T or the Eligible Recipient in
               responding to such audits or government requests for information
               to the extent such requests are related to the Services.

          (e)  GENERAL PROCEDURES.

               (i)  [**], AT&T shall not be given access to (i) the proprietary
                    information of other Supplier customers, (ii) Supplier
                    locations that are not related to AT&T or the Services or
                    (iii) Supplier's internal costs, [**].

               (ii) In performing audits, AT&T shall endeavor to avoid
                    unnecessary disruption of Supplier's operations and
                    unnecessary interference with Supplier's ability to perform
                    the Services in accordance with the Service Levels.

               (iii) Following any audit, AT&T shall conduct (in the case of an
                    internal audit), or request its external auditors or
                    examiners to conduct, an exit conference with Supplier to
                    obtain factual concurrence with issues identified in the
                    review.

               (iv) AT&T shall be given adequate private workspace in which to
                    perform an audit, plus access to photocopiers, telephones,
                    facsimile machines,


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                                                Agreement Number: 20070319.002.C

                    computer hook-ups and any other facilities or equipment
                    needed for the performance of the audit.

               Except as otherwise set forth below, external auditors examining
               Supplier's records shall not be [**]. Notwithstanding the
               foregoing, [**], AT&T shall [**], AT&T shall [**].

          (f)  SUPPLIER INTERNAL AUDIT. If Supplier determines as a result of
               its own internal audit that [**], then Supplier shall promptly
               [**]. In the event such an audit results in a determination that
               Supplier has undercharged AT&T, then, subject to SECTION 12.1(D)
               and AT&T's right to dispute the amount of such undercharge,
               Supplier shall immediately invoice such undercharge to AT&T and
               the amount of such undercharge shall be treated, for invoicing
               and payment purposes, as a charge for the month in which the
               undercharge is discovered or in the month in which the final
               resolution occurs.

          (g)  SUPPLIER RESPONSE. Supplier and AT&T shall meet to review each
               audit report promptly after the issuance thereof. Supplier will
               respond to each audit report in writing [**] days from receipt of
               such report, [**]. Supplier and AT&T shall develop and agree upon
               an action plan to promptly address and resolve any deficiencies,
               concerns and/or recommendations in such audit report and
               Supplier, at its own expense, shall undertake remedial action in
               accordance with such action plan and the dates specified therein.

          (h)  SUPPLIER RESPONSE TO GOVERNMENT AUDITS. If an audit by a
               governmental body or regulatory authority having jurisdiction
               over AT&T, an Eligible Recipient or Supplier results in a finding
               that Supplier is not in compliance with [**], Supplier shall,
               [**] and within the time period specified by such auditor,
               address and resolve the deficiency(ies) identified by such
               governmental body or regulatory authority, provided that [**]
               under this Agreement.

          (i)  SAS AUDITS; SARBANES-OXLEY. To the extent Supplier conducts a
               Type II Statement of Auditing Standards ("SAS") 70 audit (or
               equivalent audit) for any shared services facility at or from
               which the Services are provided, it shall provide AT&T a copy of
               such audit or report. In addition to the foregoing, to the extent
               AT&T requests that Supplier conduct an AT&T-specific Type II SAS
               70 or other such audit, Supplier shall cooperate with AT&T on
               such additional SAS 70 Type II audit and Sarbanes-Oxley related
               documentation and/or testing activities and shall [**] such
               additional audit and activities [**]. Supplier shall provide AT&T
               with an electronic and written copy of any such SAS 70 Type II
               audit opinion or report within [**] days after the completion of
               such audit.


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                                                Agreement Number: 20070319.002.C

          (j)  OBLIGATION TO CURE. [**], Supplier shall promptly cure any breach
               of this Agreement discovered or disclosed in connection with any
               audit performed under this SECTION 9.9.

          (k)  AUDIT COSTS. Supplier and its Subcontractors shall provide the
               Services described in this SECTION 9.9 [**].

     9.10 SUBCONTRACTORS

          (a)  USE OF SUBCONTRACTORS.

               (i)  GENERAL. Supplier shall [**]. The Subcontractors listed on
                    SCHEDULE C.2 [**], Supplier shall [**] the Services [**] the
                    proposed Subcontractor [**]; and (ii) [**] such
                    Subcontractor. [**] during the term of this Agreement [**];
                    provided, however, that AT&T shall [**]; provided, further,
                    that notwithstanding the foregoing proviso [**], AT&T may
                    [**] and Supplier shall [**]. To the extent that AT&T [**],
                    Supplier shall [**]. Supplier may, [**], update SCHEDULE C.2
                    from time to time to incorporate additions and subtractions
                    to the list of [**] Subcontractors [**].

               (ii) SUBCONTRACTING TO SUPPLIER AFFILIATES. The Parties
                    acknowledge that certain Supplier obligations under this
                    Agreement may be subcontracted to one or more Supplier
                    Affiliates [**], provided that (i) the obligations of
                    Supplier hereunder related to such performance shall be
                    deemed applicable to such Affiliate(s) as if expressly so
                    provided herein, and (ii) Supplier shall be fully
                    responsible for any and all such performance or failure
                    thereof by such Affiliate(s). Without limiting the
                    foregoing, Supplier [**] of this Agreement, [**].

          (b)  SHARED SUBCONTRACTORS. Supplier may, in the ordinary course of
               business, subcontract (i) for third-party services or products
               that are not exclusively dedicated to AT&T and that do not
               include regular direct contact with AT&T or Eligible Recipient
               personnel or the performance of services at AT&T Sites or (ii)
               with temporary personnel firms for the provision of temporary
               contract labor (collectively, "SHARED SUBCONTRACTORS"); provided,
               that such Shared Subcontractors possess the training and
               experience, competence and skill to perform the work in a skilled
               and professional manner. AT&T shall have no approval right with
               respect to such Shared Subcontractors. If, however, AT&T
               expresses dissatisfaction with the services of a Shared
               Subcontractor, Supplier shall work in good faith to resolve
               AT&T's concerns on a mutually acceptable basis and, at AT&T's
               request, replace such Shared Subcontractor at no additional cost
               to AT&T.


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (c)  SUPPLIER RESPONSIBILITY. Supplier shall be responsible for any
               failure by any Subcontractor or Subcontractor personnel to
               perform in accordance with this Agreement or to comply with any
               duties or obligations imposed on Supplier under this Agreement to
               the same extent as if such failure to perform or comply was
               committed by Supplier or Supplier employees. Supplier shall
               guarantee the performance of all such Subcontractors and
               Subcontractor personnel providing any of the Services hereunder.
               Supplier shall be AT&T's sole point of contact regarding the
               Services, including with respect to payment.

     9.11 SUPPLIER DIVERSITY

          (a)  It is the policy of AT&T that minority, women, and disabled
               veteran owned business enterprises ("MWDVBES") shall have the
               maximum practicable opportunity to participate in the performance
               of contracts.

          (b)  Supplier shall make good faith efforts to carry out this policy
               (consistent with such policy's territorial application) in the
               award of subcontracts, distribution agreements, resale
               agreements, and other opportunities for MWDVBE participation. In
               furtherance of those efforts, and not as a limitation, Supplier
               shall submit annual participation plans, [**], establishing
               Supplier's goals for the year for participation by minority owned
               business enterprises ("MBE"), women owned business enterprises
               ("WBE") and disabled veteran business enterprises ("DVBE"), with
               "participation" expressed as a percentage of aggregate estimated
               annual purchases by AT&T and its Affiliates for the coming year
               under this Agreement. Supplier shall include specific and
               detailed plans for achieving its goals in each participation
               plan.

          (c)  By the [**] day following the close of each calendar quarter,
               Supplier shall report actual results of its efforts to meet its
               goals during the preceding calendar quarter to AT&T's Prime
               Supplier Program Manager, using the form attached to this
               Agreement as APPENDIX H. Supplier shall submit separate reports
               to AT&T and each Eligible Recipient obtaining Services under this
               Agreement. When reporting its results, Supplier shall count only
               expenditures with MWDVBEs that are certified as MBE, WBE, or DVBE
               firms by certifying agencies that are recognized by AT&T, as
               listed on SCHEDULE S. In particular, when reporting results for
               expenditures by Affiliates identified as "California Affiliates"
               in APPENDIX G, Supplier shall count only expenditures (i) with
               MBE and WBE firms certified by the California Public Utilities
               Commission Supplier Clearinghouse ("CPUCC") and (ii) with DVBE
               firms certified by the Office of Small Business and DVBE
               Certification ("OSDBC") of the California Department of General
               Services.

          (d)  Supplier shall inform prospective MBE, WBE, and DVBE
               subcontractors of their opportunities to apply for certification
               from the agencies listed in


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                                                Agreement Number: 20070319.002.C

               APPENDIX G. In particular, Supplier shall inform MBE and WBE
               firms certified by agencies other than the CPUCC and the DVBE
               firms certified by agencies other than the OSDBC of the
               procedures for applying for an additional certification from the
               OSDBC and the CPUCC.

          (e)  The extent to which suppliers (a) set challenging goals in their
               annual participation plans and (b) succeed in exceeding the goals
               that they have set are factors that AT&T may consider favorably
               when deciding to extend or renew expiring agreements, to
               apportion orders among competing suppliers under existing
               agreements, and to award new business in competitive bidding.

          (f)  Supplier's obligations under this Section are not a limitation of
               any obligations that Supplier may have under other provisions of
               this Agreement, including the Section entitled "Government
               Contract Provisions".

     9.12 GOVERNMENT CONTRACT FLOW-DOWN CLAUSES

          (a)  GENERAL. The Parties acknowledge and agree that, as a matter of
               federal procurement law, Supplier may be deemed a subcontractor
               to AT&T or an Eligible Recipient under one or more of their
               contracts with the federal government, that the Services provided
               or to be provided by Supplier in such circumstances constitute
               "COMMERCIAL ITEMS" as that term is defined in the Federal
               Acquisition Regulation, 48 C.F.R. Section 52.202, and that
               subcontractors providing commercial items under government
               contracts are subject to certain mandatory flow-down clauses
               (currently, (i) Equal Opportunity, (ii) Affirmative Action for
               Special Disabled and Vietnam Era Veterans and (iii) Affirmative
               Action for Handicapped Workers) under the Federal Acquisition
               Regulation, 48 C.F.R. Section 52.244-6. The Parties agree that,
               insofar as certain clauses are required to be flowed down to
               Supplier, AT&T shall so notify Supplier and Supplier shall comply
               with clauses required by applicable regulations to be included in
               a subcontract for commercial items [**].

          (b)  SPECIAL REQUIREMENTS. The Parties do not believe that the
               Services provided by Supplier under this Agreement will be
               subject to government flow-down requirements other than those
               associated with any subcontracts for commercial items. Should
               compliance by Supplier with additional flow-down provisions
               nevertheless be required by the federal government in certain
               circumstances, AT&T shall so notify Supplier and Supplier shall
               comply with such additional flow-down provisions and the Parties
               shall negotiate in good faith regarding the additional
               consideration, if any, to be paid to Supplier in such
               circumstances. [**], the Parties may jointly approve the
               selection of a third-party accounting expert to make that
               determination.


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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

10.  AT&T RESPONSIBILITIES

     10.1 RESPONSIBILITIES

          In addition to AT&T's responsibilities as expressly set forth
          elsewhere in this Agreement, AT&T shall be responsible for the
          following:

          (a)  AT&T CONTRACT OFFICE. The AT&T Contract Office shall have the
               authority to act on behalf of AT&T in all day-to-day matters
               pertaining to this Agreement. AT&T may change the designated AT&T
               Contract Office from time to time by providing notice to
               Supplier. Additionally, AT&T will have the option, but will not
               be obligated, to designate additional representatives who will be
               authorized to make certain decisions (e.g., regarding emergency
               maintenance) if the AT&T Contract Office is not available.

          (b)  COOPERATION. AT&T shall cooperate with Supplier by, among other
               things, making available, as reasonably requested by Supplier,
               management decisions, information, approvals and acceptances so
               that Supplier may accomplish its obligations and responsibilities
               hereunder.

          (c)  AT&T SERVICES. AT&T agrees that the AT&T information technology
               operations organization ("ITO") will continue during the term to
               perform services, functions and responsibilities for Supplier in
               a manner and quality similar to that provided by the ITO to the
               AT&T Personnel during the twelve (12) months prior to the
               Commencement Date.

          (d)  REQUIREMENT OF WRITING. To the extent Supplier is required under
               this Agreement to obtain AT&T's approval, consent or agreement,
               such approval, consent or agreement must be in writing and must
               be signed by the AT&T Contract Office or an authorized AT&T
               representative. Notwithstanding the preceding sentence, the AT&T
               Contract Office may agree in advance in writing that as to
               certain specific matters, oral approval, consent or agreement
               will be sufficient.

     10.2 SAVINGS CLAUSE

          Supplier's failure to perform its responsibilities under this
          Agreement or to meet the Service Levels shall be excused if and to the
          extent such Supplier non-performance is directly caused by AT&T's
          wrongful action, unreasonable failure to cooperate with Supplier or
          Supplier Personnel or breach of its material obligations under this
          Agreement [**]. Without limiting the foregoing, to the extent AT&T
          reasonably believes that a Savings Event has occurred it shall [**].


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

11.  CHARGES.

     11.1 GENERAL

          (a)  PAYMENT OF CHARGES. In consideration of Supplier's performance of
               the Services, AT&T agrees to pay Supplier the applicable Charges
               set forth in SCHEDULE I.

          (b)  [**]. The [**] for Transition Services provided by or for
               Supplier under this Agreement [**]. AT&T shall [**] set forth in
               this ARTICLE 11 or SCHEDULE I. Any costs incurred by Supplier
               prior to the Effective Date are included in the Charges set forth
               in SCHEDULE I [**].

          (c)  [**].

          (d)  Eligible Recipient Services.

               (i)  ELIGIBLE RECIPIENTS. Supplier shall provide the Services to
                    Eligible Recipients designated by AT&T. To the extent a
                    designated Eligible Recipient will receive less than all of
                    the Services, AT&T shall identify the categories of Services
                    to be provided by Supplier to such Eligible Recipient. For
                    the purposes of this Agreement, as of the Effective Date
                    AT&T designates AT&T Mobility as an Eligible Recipient and
                    Supplier shall provide the Services to AT&T Mobility.

               (ii) NEW ELIGIBLE RECIPIENTS. From time to time AT&T may request,
                    pursuant to the Change Management Procedures, that Supplier
                    provide Services to Eligible Recipients not previously
                    receiving such Services. Except as provided in SECTION 11.5
                    or otherwise agreed by the Parties, such Services shall be
                    [**].

               (iii) ELECTION PROCEDURE. Within [**] days after [**] AT&T shall
                    elect, on behalf of the Eligible Recipient [**].

     11.2 [**]

          (a)  PROCEDURES AND PAYMENT. AT&T shall pay all [**] directly to the
               applicable suppliers following review, validation and approval of
               such [**] by Supplier. Before submitting an invoice to AT&T for
               any [**], Supplier shall (i) review and validate the invoiced
               charges, (ii) identify any errors or omissions and (iii)
               communicate with the applicable supplier to correct any errors or
               omissions, resolve any questions or issues and obtain any
               applicable credits for AT&T. Supplier shall deliver to AT&T the
               original supplier invoice, together with any documentation
               supporting such invoice and a statement that Supplier has
               reviewed and validated the invoiced charges, [**] days prior to
               the date on


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                                                Agreement Number: 20070319.002.C

               which payment is due. In addition, [**] prior to such date
               (unless such date is less than [**] Supplier shall [**].

          (b)  [**] Supplier will [**].

     11.3 [**]

          Supplier acknowledges that, [**] set forth in this Agreement. [**].

     11.4 TAXES

          The Parties' respective responsibilities for taxes arising under or in
          connection with this Agreement shall be as follows:

          (a)  INCOME TAXES. Each Party shall be responsible for its own Income
               Taxes.

          (b)  SALES, USE AND PROPERTY TAXES. Each Party shall be responsible
               for any sales, lease, use, personal property or other such taxes
               on Equipment, Software or property it owns or leases from a third
               party, including any lease assigned pursuant to this Agreement.

          (c)  TAXES ON GOODS OR SERVICES USED BY SUPPLIER. [**] shall be
               responsible for all sales, service, value-added, lease, use,
               personal property, excise, consumption, and other taxes and
               duties payable [**] on any goods or services used or consumed by
               Supplier in providing the Services where the tax is imposed on
               Supplier's acquisition or use of such goods or services and the
               amount of tax is measured by Supplier's costs in acquiring such
               goods or services and not by AT&T's cost of acquiring such goods
               or services from Supplier.

          (d)  SERVICE TAXES. [**] shall be financially responsible for all
               Service Taxes assessed by the United States or an entity internal
               to the United States against either Party as of the Effective
               Date on the provision of the Services as a whole, or on any
               particular Service received by AT&T or the Eligible Recipients
               from Supplier. If new or higher Service Taxes thereafter become
               applicable to the Services as a result of either Party moving all
               or part of its operations to a different jurisdiction (e.g., AT&T
               opening a new office, Supplier relocating a shared service
               center) [**] Service Taxes. If new or higher Service Taxes become
               applicable to such Services after the Effective Date for any
               other reason (e.g., tax law changes, but not volume changes) the
               Parties shall negotiate in good faith and diligently seek to
               agree upon an allocation and sharing of financial responsibility
               for such new or additional Service Taxes. If the Parties are
               unable to agree upon such an allocation and sharing within thirty
               (30) days, AT&T may elect to terminate this Agreement in its
               entirety, or to terminate any portions impacted by such new or
               additional Service Taxes. If AT&T elects to


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                                                Agreement Number: 20070319.002.C

               terminate on this basis, AT&T shall pay any applicable [**] and
               any Charges for Termination Assistance Services in accordance
               with SECTION 4.3. If required under applicable Laws, Supplier
               shall invoice AT&T for the full amount of such Service Taxes and
               then credit or reimburse AT&T for that portion of such Service
               Taxes for which Supplier is financially responsible under this
               provision

          (e)  EFFORTS TO MINIMIZE TAXES. The Parties agree to cooperate fully
               with each other to enable each to more accurately determine its
               own tax liability and to minimize such liability to the extent
               legally permissible. Supplier's invoices shall separately state
               the Charges that are subject to taxation and the amount of taxes
               included therein. Each Party will provide and make available to
               the other any resale certificates, information regarding
               out-of-state or out-of-country sales or use of equipment,
               materials or services, and other exemption certificates or
               information reasonably requested by either Party. At AT&T's
               request, Supplier shall provide AT&T with written evidence of
               Supplier's filing of all required tax forms and returns required
               in connection with any Service Taxes collected from AT&T, and its
               collection and remittance of all applicable Service Taxes.

          (f)  TAX AUDITS OR PROCEEDINGS. Each Party will promptly notify the
               other of, and coordinate with the other, the response to and
               settlement of, any claim for taxes asserted by applicable taxing
               authorities for which the other Party is responsible hereunder.
               With respect to any claim arising out of a form or return signed
               by a Party to this Agreement, such Party will have the right to
               elect to control the response to and settlement of the claim, but
               the other Party will have all rights to participate in the
               responses and settlements that are appropriate to its potential
               responsibilities or liabilities. Each Party also shall have the
               right to request the other Party to challenge the imposition of
               taxes for which it is financially responsible under this
               Agreement. If either Party requests the other to challenge the
               imposition of any tax, the requesting Party will reimburse the
               other for all fines, penalties, interest, additions to taxes
               (penalty in notice) or similar liabilities imposed in connection
               therewith, plus the reasonable legal fees and expenses it incurs.
               A Party shall be entitled to any tax refunds or rebates granted
               to the extent such refunds or rebates are of taxes that were paid
               by it.

          (g)  TAX FILINGS. Each Party represents, warrants and covenants that
               it will file appropriate tax returns, and pay applicable taxes
               owed arising from or related to the provision of the Services in
               applicable jurisdictions. Supplier represents, warrants and
               covenants that it is registered to and will collect and remit
               Service Taxes in all applicable jurisdictions.

          (h)  EXCLUSION OF VALUE-ADDED TAXES AND OTHER FOREIGN TAXES.
               Notwithstanding anything to the contrary in the foregoing or
               elsewhere in this Agreement, AT&T shall [**].


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                                                Agreement Number: 20070319.002.C

     11.5 NEW SERVICES

          (a)  PROCEDURES. If AT&T requests that Supplier perform any New
               Services, Supplier shall promptly prepare a New Services proposal
               for AT&T's consideration. Unless otherwise agreed by the Parties,
               Supplier shall prepare such New Services proposal [**] and shall
               deliver such proposal to AT&T within [**] days of its receipt of
               AT&T's request; provided, that Supplier shall use all
               commercially reasonable efforts to respond more quickly in the
               case of a pressing business need or an emergency situation. AT&T
               shall provide such information as Supplier reasonably requests in
               order to prepare such New Services proposal. Such New Services
               proposal shall include, among other things, (i) a detailed [**]
               for the New Service; (ii) a detailed [**]; (iii) a detailed [**]
               such New Service; (iv) a [**] the New Service; (v) a description
               of [**] the New Service; (vi) a description of [**] the New
               Service; and (vii) [**]. AT&T may [**] and Supplier shall [**].
               Unless the Parties otherwise agree, [**], Supplier and AT&T shall
               [**] provisions of this Agreement. Upon AT&T's [**].
               Notwithstanding any provision to the contrary, (1) Supplier shall
               [**], (2) Supplier shall [**], (3) such [**], and in the absence
               of [**] under this Agreement [**], (4) such [**] AT&T and
               Supplier.

          (b)  ORDERS. In the event the Parties shall agree upon the provision
               by Supplier of New Services pursuant to SECTION 11.5(A), such
               agreement shall be evidenced and embodied in an Order. Each Order
               shall include any applicable specifications for the New Services
               (including all Changes), all relevant subordinate documents,
               payment terms and other requirements of SECTION 11.5(A), together
               with the following: (i) a description of [**] such New Service,
               if applicable, (ii) a description of [**] the New Service, (iii)
               a description of [**] the New Service, (iv) a description of any
               specific liability or remedy associated with such New Service,
               including [**], and (v) [**] New Service. In the case of a
               conflict between the provisions of this Agreement and the express
               provisions of an Order, the provisions of the Order will prevail
               as to such conflict, provided that the Order shall be construed
               in a manner consistent with the terms of this Agreement to the
               fullest extent possible. An Order may be modified only in writing
               by the Parties, and shall be binding on the Parties only when
               executed, confirmed or acknowledged in writing by both Parties.

          (c)  [**]. AT&T may [**]. If AT&T [**] under the provisions of this
               Agreement and (ii) Supplier shall [**].

          (d)  SERVICES EVOLUTION AND MODIFICATION. The Parties anticipate that
               the Services will evolve and be supplemented, modified, enhanced
               or replaced over time in connection with AT&T's business needs to
               keep pace with technological advancements and improvements in the
               methods of delivering services. The Parties acknowledge and agree
               that these changes will modify the "Services" and


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               will not be deemed to result in New Services unless the changed
               services then meet the definition of New Services.

          (e)  END USER AND ELIGIBLE RECIPIENT REQUESTS. Supplier will promptly
               inform the AT&T Contract Office of requests for New Services from
               End Users or Eligible Recipients, and shall submit any proposals
               for New Services to the AT&T Contract Office or its designee.
               Supplier shall [**]. If Supplier [**] such provision.

          (f)  EFFORTS TO REDUCE COSTS AND CHARGES. From time to time, AT&T may
               request that the Parties work together to identify ways to
               achieve reductions in the cost of service delivery and
               corresponding reductions in the Charges to be paid by AT&T [**].
               AT&T shall not [**]; and Supplier shall [**] to this Agreement.

          (g)  [**]. The [**] Supplier Personnel. Unless otherwise agreed, AT&T
               shall [**] to the extent such work activities can be performed by
               Supplier Personnel then assigned to AT&T. Supplier shall [**],
               Supplier shall [**]. AT&T, [**].

     11.6 [INTENTIONALLY OMITTED]

     11.7 [**]

          (a)  DEFINITION. As used in this Agreement, [**] means a circumstance
               [**]; provided, however, that the [**] include the following:

               (i)  changes [**];

               (ii) changes [**];

               (iii) [**];

               (iv) changes [**];

               (v)  changes [**];

               (vi) changes [**];

               (vii) changes [**]; or

               (viii) changes [**]; or

          (b)  CONSEQUENCE. If an [**] occurs, the Parties shall [**] in
               accordance with the following:


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                                                Agreement Number: 20070319.002.C

               (i)  Supplier and AT&T shall [**]; provided, that AT&T shall [**]
                    if and to the extent Supplier (i) [**], (ii) [**] and (iii)
                    [**] AT&T.

               (ii) An [**] shall [**].

     11.8 TECHNOLOGY

          (a)  CURRENCY. Subject to SECTION 9.5, Supplier shall, [**], provide
               the Services using current technologies that will enable AT&T to
               take advantage of technological advancements in its industry and
               support [**].

          (b)  [**]. In the event of [**], AT&T may, [**]. If AT&T [**], the
               Parties shall [**].

          (c)  [**] to provide [**], subject to SECTION 11.5, [**] with the
               [**].

          (d)  [**]. Supplier shall [**].

     11.9 PRORATION

          Periodic charges under this Agreement are to be computed on a calendar
          month basis, and shall be prorated for any partial month on a calendar
          day basis.

     11.10 REFUNDABLE ITEMS

          (a)  PREPAID AMOUNTS. Where AT&T has prepaid for a service or function
               for which Supplier is assuming financial responsibility under
               this Agreement, Supplier shall refund to AT&T, upon either Party
               identifying the prepayment, that portion of such prepaid expense
               that is attributable to periods on and after the Commencement
               Date (or such later date on which Supplier assumes responsibility
               for the Services in question in accordance with the Transition
               Plan).

          (b)  REFUNDS AND CREDITS. If Supplier should receive a refund, credit,
               discount or other rebate for goods or services allocable to
               amounts paid for by AT&T on a Pass-Through Expense, Retained
               Expense, cost-plus or cost-reimbursement basis, then Supplier
               shall (i) notify AT&T of such refund, credit, discount or rebate
               and (ii) pay the full amount of such refund, credit, discount or
               rebate allocable to amounts paid by AT&T to AT&T.

     11.11 [**].

          (a)  [**]. Beginning [**] from the Effective Date, and [**], AT&T may,
               [**] and subject to this SECTION 11.11, [**] the Services [**].
               In making this [**] the


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               term of the agreement[**] includes the [**]; (iii) [**] includes
               the [**] this Agreement [**]; and (v) [**].

          (b)  GENERAL. [**] confidentiality and security provisions specified
               in this Agreement [**] under this Agreement.

          (c)  [**]. AT&T may [**].

          (d)  The Parties shall [**].

          (e)  SUPPLIER [**] shall have [**].

     11.12 [**]

          Supplier confirms that [**] applicable to Services to be provided
          under this Agreement are, as of the Effective Date, [**]. The
          consideration of [**].

12.  INVOICING AND PAYMENT

     12.1 INVOICING

          (a)  INVOICE. Within [**] days after the beginning of each month,
               Supplier will present AT&T with one invoice for any charges or
               amounts due and owing for the preceding month, including Monthly
               Base Charges. The invoice shall be delivered to AT&T at the
               address listed in SECTION 21.3. Supplier shall [**].

          (b)  FORMAT AND DATA. Each invoice shall be provided electronically
               (if requested by AT&T) and shall be in the form specified in
               EXHIBIT 1. Each invoice shall include all details necessary to
               meet AT&T's requirements, [**] requirements. [**].

          (c)  CREDITS. To the extent a credit may be due to AT&T pursuant to
               this Agreement, Supplier shall provide AT&T with an appropriate
               credit against amounts then due and owing; if no further payments
               are due to Supplier, Supplier shall pay such amounts to AT&T
               within [**] days.

          (d)  TIME LIMITATION [**], Supplier shall [**].

     12.2 PAYMENT DUE

          Subject to the other provisions of this ARTICLE 12, each invoice
          provided for under SECTION 12.1 shall be due and payable within [**]
          days after receipt by AT&T of such invoice unless the amount in
          question is disputed in accordance with SECTION 12.4. Any undisputed
          amount due under this Agreement for which a time for payment is not
          otherwise specified also shall be due and payable within [**] days.
          Supplier shall have


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          the authority to charge interest on amounts not paid when due or
          properly disputed (in accordance with SECTION 12.4) until such amounts
          are paid at a rate equal to the lesser of (i) [**] percent ([**]%) per
          month or (ii) the maximum amount allowed by law.

     12.3 [**]

          With respect to any [**] hereunder.

     12.4 [**]

          (a)  [**] in accordance with this Agreement, [**].

          (b)  [**] in accordance with this Agreement, [**].

          (c)  [**] Supplier shall [**].

          (d)  [**] under this Agreement [**]of this Agreement.

          (e)  [**] may otherwise have [**].

13.  AT&T DATA AND OTHER PROPRIETARY INFORMATION

     13.1 AT&T OWNERSHIP OF AT&T DATA

          AT&T Data are and shall remain the property of AT&T and/or the
          Eligible Recipients and no transfer of title in AT&T Data is implied
          or shall occur under this Agreement. Supplier shall promptly deliver
          AT&T Data to AT&T in the format, on the media and in the timing
          prescribed by AT&T (i) at any time at AT&T's request, (ii) at the
          expiration or termination of this Agreement and the completion of all
          requested Termination Assistance Services or (iii) with respect to
          particular AT&T Data, at such earlier date that such data are no
          longer required by Supplier to perform the Services. Thereafter,
          Supplier shall return or destroy, as directed by AT&T, all copies of
          the AT&T Data in Supplier's possession or under Supplier's control
          within [**] business days and deliver to AT&T written certification of
          such return or destruction signed by an officer of Supplier. [**].
          AT&T Data shall not be utilized by Supplier for any purpose other than
          the performance of Services under this Agreement and the resolution of
          disputes (consistent with SECTION 13.4(B)(III)). Nor shall AT&T Data
          be sold, assigned, leased, commercially exploited or otherwise
          provided to or accessed by third parties, whether by or on behalf of
          Supplier or Supplier Personnel or otherwise. Supplier shall promptly
          notify AT&T if Supplier believes that any use of AT&T Data by Supplier
          contemplated under this Agreement or to be undertaken as part of the
          Services is inconsistent with the foregoing. Supplier shall not
          possess or assert any lien or other right against or to AT&T Data.
          Without affecting the other provisions of this Agreement, including
          their interpretation and application, the Parties specifically
          acknowledge in the context of this Section that it applies to AT&T
          Personal Data, including CPI and CPNI.


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     13.2 SAFEGUARDING AT&T DATA

          (a)  SAFEGUARDING PROCEDURES. Supplier shall establish and maintain
               environmental, safety and facility procedures, data security
               procedures and other safeguards against the destruction, loss,
               unauthorized access or alteration of AT&T Data in the possession
               of Supplier which are [**] as of the Commencement Date [**] and
               applicable Laws. Supplier will revise and maintain such
               procedures and safeguards upon AT&T's request. AT&T shall have
               the right to establish backup security for AT&T Data and to keep
               backup copies of the AT&T Data in AT&T possession at AT&T expense
               if AT&T so chooses. Supplier shall remove all AT&T Data from any
               media taken out of service and shall destroy or securely erase
               such media in accordance with the Policy and Procedures Manual.
               No media on which AT&T Data is stored may be used or re-used to
               store data of any other customer of Supplier or to deliver data
               to a third party, including another Supplier customer, unless
               securely erased in accordance with the Policy and Procedures
               Manual. In the event Supplier discovers or is notified of a
               breach or potential breach of security relating to AT&T Data,
               Supplier will expeditiously under the circumstances notify AT&T
               and investigate and remediate the effects of such breach or
               potential breach of security and will provide AT&T with such
               assurances as AT&T shall request that such breach or potential
               breach will not recur.

          (b)  RECONSTRUCTION PROCEDURES. As part of the Services, Supplier
               shall be responsible for developing and maintaining procedures
               for the reconstruction of lost AT&T Data for which it is
               responsible which are [**] as of the Commencement Date [**].

          (c)  CORRECTIONS. Supplier shall at all times adhere to the procedures
               and safeguards specified in SECTION 13.2(A) and 13.2(B), and
               shall correct, at no charge to AT&T, any destruction, loss or
               alteration of any AT&T Data attributable to the failure of
               Supplier or Supplier Personnel to comply with Supplier's
               obligations under this Agreement.

     13.3 CPNI.

          Supplier acknowledges that Customer Information obtained by Supplier
          in connection with the Services received may be subject to certain
          privacy laws and regulations and requirements, including requirements
          of AT&T. Supplier shall consider Customer Information to be private,
          sensitive and confidential. Accordingly, with respect to Customer
          Information, Supplier shall comply with all applicable privacy laws
          and regulations and requirements, including, but not limited to, the
          CPNI restrictions contained in Section 222 of the Communications Act
          of 1934, 47 U.S.C.222, as amended. Accordingly, Supplier shall:


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          (a)  [**];

          (b)  [**]; provided that Supplier shall [**]; Supplier shall [**];

          (c)  [**];

          (d)  [**];

          (e)  [**] of this Agreement;

          (f)  [**];

          (g)  [**] under this Agreement;

          (h)  [**] hereunder;

          (i)  [**];

          (j)  [**]; and

          (k)  [**]. Supplier shall [**].

     13.4 CONFIDENTIALITY

          (a)  PROPRIETARY INFORMATION. Supplier and AT&T each acknowledge that
               the other possesses and will continue to possess information that
               has been developed or received by it, has commercial value in its
               or its customer's business and is not in the public domain.
               Except as otherwise specifically agreed in writing by the
               Parties, "PROPRIETARY INFORMATION" means (i) this Agreement and
               the terms thereof; (ii) all information marked confidential,
               restricted or proprietary by either Party; and (iii) any other
               information that is treated as confidential by the disclosing
               Party and would reasonably be understood to be confidential,
               whether or not so marked. In the case of AT&T and the Eligible
               Recipient, Proprietary Information also shall include Software
               provided to Supplier by or through AT&T or the Eligible
               Recipients, Developed Materials owned by AT&T, AT&T Data,
               attorney-client privileged materials, attorney work product,
               customer lists, customer information and pricing, strategic
               plans, account information, rate case strategies, research
               information, chemical formulae, trade secrets,
               financial/accounting information, human resources and personnel
               information, marketing/sales information, information regarding
               businesses, plans, operations, third-party contracts, external or
               external audits, rate cases, law suits or other information or
               data obtained, received, transmitted, processed, stored, archived
               or maintained by Supplier under this Agreement. By way of
               example, AT&T Proprietary Information shall include [**]. In the
               case of Supplier, Proprietary Information shall include [**].


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          (b)  Obligations.

               (i)  During the term of this Agreement and at all times
                    thereafter, Supplier and AT&T shall not disclose, and shall
                    maintain the confidentiality of, all Proprietary Information
                    of the other Party. AT&T and Supplier shall each use at
                    least the same degree of care to safeguard and to prevent
                    disclosing to third parties the Proprietary Information of
                    the other as it employs to avoid unauthorized disclosure,
                    publication, dissemination, destruction, loss or alteration
                    of its own like information (or information of its
                    customers) of a similar nature, but not less than reasonable
                    care. At AT&T's request, Supplier shall require all Supplier
                    Personnel having access to AT&T Proprietary Information to
                    execute a written agreement provided or approved by AT&T
                    incorporating the pertinent terms and conditions of ARTICLE
                    13. Supplier Personnel shall not have access to AT&T
                    Proprietary Information without proper authorization. Upon
                    receiving such authorization, authorized Supplier Personnel
                    shall have access to AT&T Proprietary Information only to
                    the extent necessary for such person to perform his or her
                    obligations under or with respect to this Agreement or as
                    otherwise naturally occurs in such person's scope of
                    responsibility, provided that such access is not in
                    violation of Law.

               (ii) The Parties may disclose Proprietary Information to their
                    Affiliates, auditors, attorneys, accountants, consultants,
                    contractors and subcontractors, where (A) use by such person
                    or Entity is authorized under this Agreement, (B) such
                    disclosure is necessary for the performance of such person's
                    or Entity's obligations under or with respect to this
                    Agreement or otherwise naturally occurs in such person's or
                    Entity's scope of responsibility, (C) the person or Entity
                    (and its applicable officers and employees) agree in writing
                    to assume the obligations described in this SECTION 13.4 and
                    (D) the disclosing Party assumes full responsibility for the
                    acts or omissions of such person or Entity and takes all
                    reasonable measures to ensure that the Proprietary
                    Information is not disclosed or used in contravention of
                    this Agreement. Any disclosure to such person or Entity
                    shall be under the terms and conditions as provided herein.
                    Each Party's Proprietary Information shall remain the
                    property of such Party. Notwithstanding the foregoing,
                    consultants, contractors and subcontractors and
                    subcontractors of each Party shall enter into a
                    non-disclosure agreement in the forms attached to this
                    Agreement as EXHIBITS 5 and 6 (each, as applicable) with the
                    other Party prior to receiving Proprietary Information of
                    the first Party.


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               (iii) Neither Party shall (i) make any use or copies of the
                    Proprietary Information of the other Party except as
                    contemplated by this Agreement, (ii) acquire any right in or
                    assert any lien against the Proprietary Information of the
                    other Party, (iii) sell, assign, transfer, lease or
                    otherwise dispose of Proprietary Information to third
                    parties or commercially exploit such information, including
                    through derivative works or (iv) refuse for any reason
                    (including a default or material breach of this Agreement by
                    the other Party) to promptly provide the other Party's
                    Proprietary Information (including copies thereof) to the
                    other Party if requested to do so. Upon expiration or any
                    termination of this Agreement and completion of each Party's
                    obligations under this Agreement, each Party shall return or
                    use its commercially reasonable best efforts to destroy all
                    tangible and erase or otherwise render unusable all
                    intangible (including on electronic media) remainders and
                    copies of, as the other Party may direct, all documentation
                    in any medium that contains, refers to, or relates to the
                    other Party's Proprietary Information within [**] business
                    days. Each Party shall deliver to the other Party written
                    certification of its compliance with the preceding sentence
                    signed by an officer of such Party. In addition, each Party
                    shall take all necessary steps to ensure that its employees
                    comply with these confidentiality provisions.

          (c)  EXCLUSIONS. SECTION 13.4(B) shall not apply to any particular
               information which the receiving Party can demonstrate (i) is, at
               the time of disclosure to it, in the public domain other than
               through a breach of the Receiving Party's or a third party's
               confidentiality obligations; (ii) after disclosure to it, is
               published by the disclosing Party or otherwise becomes part of
               the public domain other than through a breach of the Receiving
               Party's or a third party's confidentiality obligations; (iii) is
               lawfully in the possession of the receiving Party at the time of
               disclosure to it; (iv) is received from a third party having a
               lawful right to disclose such information; or (v) is
               independently developed by the receiving Party without reference
               to Proprietary Information of the furnishing Party. In addition,
               the receiving Party shall not be considered to have breached its
               obligations under this SECTION 13.4 for disclosing Proprietary
               Information of the other Party as required, in the opinion of
               legal counsel, to satisfy any legal requirement of a competent
               government body, provided that, promptly upon receiving any such
               request, such Party advises the other Party of the Proprietary
               Information to be disclosed and the identity of the third party
               requiring such disclosure prior to making such disclosure in
               order that the other Party may interpose an objection to such
               disclosure, take action to assure confidential handling of the
               Proprietary Information or take such other action as it deems
               appropriate to protect the Proprietary Information. The receiving
               Party shall use commercially reasonable efforts to cooperate with
               the disclosing Party in its efforts to seek a protective order or
               other appropriate remedy or in the event such


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               protective order or other remedy is not obtained, to obtain
               assurance that confidential treatment will be accorded such
               Proprietary Information.

          (d)  LOSS OF PROPRIETARY INFORMATION. Each Party shall: (i)
               immediately notify the other Party of any possession, use,
               knowledge, disclosure or loss of such other Party's Proprietary
               Information in contravention of this Agreement; (ii) promptly
               furnish to the other Party all known details and assist such
               other Party in investigating and/or preventing the reoccurrence
               of such possession, use, knowledge, disclosure or loss; (iii)
               cooperate with the other Party in any investigation or litigation
               deemed necessary by such other Party to protect its rights; and
               (iv) promptly use all commercially reasonable efforts to prevent
               further possession, use, knowledge, disclosure or loss of
               Proprietary Information in contravention of this Agreement. Each
               Party shall bear any costs it incurs in complying with this
               SECTION 13.4(D).

          (e)  NO IMPLIED RIGHTS. Nothing contained in this SECTION 13.4 shall
               be construed as obligating a Party to disclose its Proprietary
               Information to the other Party, or as granting to or conferring
               on a Party, expressly or impliedly, any rights or license to any
               Proprietary Information of the other Party.

          (f)  SURVIVAL. The Parties' obligations of non-disclosure and
               confidentiality shall survive the expiration or termination of
               this Agreement for a period of ten (10) years.

     13.5 FILE ACCESS.

          AT&T will have unrestricted access to, and the right to review and
          retain the entirety of, all computer or other files containing AT&T
          Data, as well as all systems and network logs. At no time will any of
          such files or other materials or information be stored or held in a
          form or manner not immediately accessible to AT&T. Supplier shall
          provide to the AT&T Contract Office all passwords, codes, comments,
          keys, documentation and the locations of any such files promptly upon
          the request of AT&T, including Equipment and Software keys and such
          information as to format, encryption (if any) and any other
          specifications or information necessary for AT&T to retrieve, read,
          revise and/or maintain such files. [**] as contemplated by this
          Agreement.

14.  OWNERSHIP OF MATERIALS

     14.1 AT&T-OWNED MATERIALS

          AT&T shall be the sole and exclusive owner of all AT&T-Owned
          Materials, including AT&T-Owned Software, and all enhancements and
          derivative works of such Materials, including United States and
          foreign intellectual property rights in such Materials ("AT&T-OWNED
          MATERIALS").


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     14.2 DEVELOPED MATERIALS

          (a)  OWNERSHIP [**]. Unless the Parties agree otherwise in writing,
               [**] under this Agreement [**]. Supplier grants to AT&T a
               perpetual, non-exclusive, non-transferable, worldwide, right and
               license to access, use, load, execute, store, transmit, copy,
               reproduce, display, perform, modify and distribute the Developed
               Materials in connection with AT&T's and Eligible Recipient's
               business and operations. Nothing herein shall be construed as
               [**].

          (b)  [**]. Supplier shall, [**] Developed Materials. [**] such
               Materials [**] for such Materials [**] of such Materials [**].

     14.3 SUPPLIER-OWNED MATERIALS

          (a)  GENERAL. Supplier shall be the sole and exclusive owner of the
               (i) Materials it lawfully owned prior to the Commencement Date,
               (ii) Materials acquired by Supplier on or after the Commencement
               Date (including any such Materials purchased from AT&T pursuant
               to this Agreement), (iii) derivative works of Supplier-Owned
               Software created by Supplier (unless otherwise agreed), and (iv)
               Materials developed by Supplier other than in the course of the
               performance of its obligations under this Agreement or in
               connection with the use of any AT&T Data or AT&T-Owned Software
               ("SUPPLIER-OWNED MATERIALS"), including United States and foreign
               intellectual property rights in such Supplier-Owned Materials.

          (b)  EMBEDDED MATERIALS. To the extent that Supplier desires to embed
               any Third Party Software or materials into any Software or
               Developed Materials, except as the parties may otherwise provide
               in a written amendment, Supplier will obtain AT&T's permission
               before such embedding. To the extent that AT&T Data or AT&T-Owned
               Software are embedded in any Developed Materials, AT&T shall not
               be deemed to have assigned its intellectual property rights in
               such AT&T Data or AT&T-Owned Software to Supplier, but, except as
               the parties may otherwise provide in a written amendment, AT&T
               hereby grants to Supplier a worldwide, perpetual, irrevocable,
               non-exclusive, fully paid-up license, with the free right to
               grant sublicenses, to access, use, load, execute, store,
               transmit, copy, reproduce, display, perform, modify, enhance,
               distribute and create derivative works of such AT&T Data or
               AT&T-Owned Software for the benefit and use of AT&T, the Eligible
               Recipients, and its and their assignees and sublicensees.

          (c)  [**], Supplier shall deposit in escrow the [**] and, to the
               extent available to Supplier, [**].


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                                                Agreement Number: 20070319.002.C

     14.4 OTHER MATERIALS

          This Agreement shall not confer upon either Party intellectual
          property rights in Materials of the other Party (to the extent not
          covered by this ARTICLE 14) unless otherwise so provided elsewhere in
          this Agreement.

     14.5 PLACEMENT OF ACCURATE LEGENDS

          (a)  Supplier shall place the following legend on all Materials owned
               by AT&T in accordance with this Agreement:

               THIS IS THE CONFIDENTIAL, UNPUBLISHED PROPERTY OF AT&T SERVICES,
               INC

          (b)  In no event shall Supplier place any Supplier copyright on any
               Materials (including Developed Materials) as to which
               intellectual property is owned by AT&T.

          (c)  In the event that Materials provided to AT&T in connection with
               this Agreement further contain any Supplier-Owned Materials,
               Supplier may further include the following legend:

               THIS CONTAINS SUPPLIER-OWNED MATERIALS, THE DISCLOSURE AND USE OF
               WHICH MUST CONFORM STRICTLY TO THE LICENSES GRANTED TO AT&T
               PURSUANT TO THE INFORMATION TECHNOLOGY SERVICES AGREEMENT BETWEEN
               AT&T SERVICES, INC. AND AMDOCS, INC. DATED AS OF APRIL 1, 2007.

          (d)  In no event shall AT&T remove any Supplier copyright or other
               proprietary markings from any Supplier Owned Materials provided
               to AT&T under this Agreement.

     14.6 GENERAL RIGHTS

          (a)  COPYRIGHT LEGENDS. Each Party agrees to reproduce accurate
               copyright legends which appear on any portion of the Materials
               which may be owned by the other Party or third parties.

          (b)  [**]. Nothing in this Agreement (including ARTICLE 13) [**] under
               this Agreement, [**]; provided, however, that this SECTION
               14.6(B) shall [**] under this Agreement [**].

          (c)  NO IMPLIED LICENSES. Except as expressly specified in this
               Agreement, nothing in this Agreement shall be deemed to grant to
               one Party, by implication, estoppel or otherwise, license rights,
               ownership rights or any other intellectual property


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               rights in any Materials owned by the other Party or any Affiliate
               of the other Party (or, in the case of Supplier, any Eligible
               Recipient).

          (d)  INCORPORATED MATERIALS. Should either Party incorporate into
               Developed Materials any intellectual property subject to third
               party patent, copyright or license rights, any ownership or
               license rights granted herein with respect to such Materials
               shall be limited by and subject to any such patents, copyrights
               or license rights; provided that, prior to incorporating any such
               intellectual property in any Materials, the Party incorporating
               such intellectual property in the Materials has disclosed this
               fact and obtained the prior written approval of the other Party.

     14.7 AT&T RIGHTS UPON EXPIRATION OR TERMINATION OF AGREEMENT.

          As part of the Termination Assistance Services, Supplier shall provide
          the following to AT&T and the Eligible Recipients with respect to
          Materials and Software:

          (a)  AT&T-OWNED MATERIALS AND DEVELOPED MATERIALS. With respect to
               AT&T-Owned Materials and Developed Materials owned by AT&T,
               Supplier shall, at no cost to AT&T:

               (i)  deliver to AT&T all AT&T-Owned Materials and such Developed
                    Materials and all copies thereof in the format and medium in
                    use by Supplier in connection with the Services as of the
                    date of such expiration or termination; and

               (ii) following confirmation by AT&T that the copies of all
                    AT&T-Owned Materials and such Developed Materials delivered
                    by Supplier are acceptable and the completion by Supplier of
                    any Termination Assistance Services for which such Materials
                    are required, destroy or securely erase all other copies of
                    such Materials then in Supplier's possession and cease using
                    such Materials for any purpose.

          (b)  SUPPLIER-OWNED MATERIALS. With respect to those Materials owned
               by Supplier or Supplier Affiliates or Subcontractors and used by
               them to provide the Services, Supplier, unless otherwise agreed
               in advance in writing by AT&T in accordance with SECTIONS 6.4(D),
               14.2 and 14.3, [**] (for the avoidance of doubt, in the event
               that AT&T [**], as described under this Section, [**]):

               (i)  hereby grants, to AT&T a worldwide, perpetual,
                    non-exclusive, non-transferable, irrevocable, fully paid-up
                    license to access, use, load, execute, store, transmit,
                    copy, reproduce, display, perform, distribute, modify,
                    enhance (with the free right to grant sublicenses) and
                    create derivative works and to permit a third party to
                    access, use, load,


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

                    execute, store, transmit, copy, reproduce, display, perform,
                    distribute, modify, enhance and create derivative works of
                    such Supplier-Owned Materials for the benefit or use of
                    AT&T, the Eligible Recipients and its and their assignees
                    and sublicensees upon the expiration or termination of this
                    Agreement solely as needed to continue to operate and
                    support the Application Software and perform the Services
                    being performed as of the termination of the Services
                    (including completion of Termination Assistance Services);

               (ii) shall [**]; and

               (iii) shall [**].

               [**] AT&T shall [**] in this SECTION 14.7(B). Supplier shall
               [**].

          (c)  THIRD-PARTY SOFTWARE AND MATERIALS. With respect to Third-Party
               Software and Materials licensed by Supplier or Supplier's
               Affiliates or Subcontractors and used by them to provide the
               Services, and subject to any exceptions consented to by AT&T in
               writing pursuant to SECTION 6.4(D), as part of the provision of
               Termination Assistance Services, Supplier shall grant to AT&T
               (or, at AT&T's election, to AT&T's designee) a sublicense (with
               the free right to grant sublicenses) offering the same rights and
               warranties with respect to such Third-Party Software and
               Materials available to Supplier (or Supplier's Affiliates or
               Subcontractors), on the same terms and conditions, for the
               benefit and use of AT&T and the Eligible Recipients upon the
               expiration or termination of this Agreement with respect to the
               Services for which such Third-Party Software or Materials were
               used; provided that, during the Termination Assistance Services
               period, Supplier may, with AT&T's approval, substitute one of the
               following for such sublicense:

               (i)  the assignment to AT&T (or, at AT&T's election, to AT&T's
                    designee) of the underlying license for such Third-Party
                    Software or Materials; or

               (ii) the procurement for AT&T (or, at AT&T's election, its
                    designee) of a new license (with terms at least as favorable
                    as those in the license held by Supplier or its Affiliates
                    or Subcontractors and with the free right to grant
                    sublicenses) to such Third-Party Software and Materials for
                    the benefit or use of AT&T, the Eligible Recipients and its
                    and their assignees and sublicensees.

               Each Third-Party Contract between third parties and Supplier with
               respect to the Third-Party Software and materials referred to
               herein shall contain provisions allowing such sublicense to AT&T.
               Supplier shall use commercially reasonable


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               efforts to ensure that AT&T is entitled for at least [**] years
               after the termination or expiration of this Agreement to
               upgrades, maintenance, support and other services for such
               Third-Party Software and/or Materials from the applicable
               licensors directly, or through Supplier on a pass-through basis,
               on terms and conditions no less favorable than those otherwise
               applicable to Supplier and at least sufficient for the
               continuation of the activities comprising the Services.

               In addition, Supplier shall deliver to AT&T a copy of such
               Third-Party Software and Materials ([**], to the extent it has
               been available to Supplier) and related documentation and shall
               cause maintenance, support and other services to continue to be
               available to AT&T (to the extent it has been available to
               Supplier). With respect to such Third-Party Software and
               Materials, AT&T shall be subject to the confidentiality
               obligations, if any, provided to AT&T and consented to by AT&T
               pursuant to SECTION 6.4(D). Unless AT&T has otherwise agreed in
               advance in accordance with SECTION 6.4(D), AT&T shall [**].
               Supplier shall [**].

               If AT&T [**] in accordance with SECTION 21.8 of this Agreement
               with respect to any such Third-Party Software or Materials that
               are required to provide the Services in light of changed
               requirements of AT&T or applicable Laws, and Supplier [**], then
               Supplier shall [**].

               [**], Supplier shall, at AT&T's request, identify the licensing
               and sublicensing options available to AT&T and the license or
               transfer fees associated with each. Supplier shall use
               commercially reasonable efforts to obtain the most favorable
               options and the lowest possible transfer, license, relicense,
               assignment or termination fees for Third-Party Software and
               Materials. Supplier shall [**]. If the licensor offers more than
               one form of license, AT&T (not Supplier) shall select the form of
               license to be received by AT&T or its designee.

               In all events, AT&T shall be obligated to make monthly or annual
               payments attributable to periods after the expiration or
               termination of this Agreement with respect to the Services for
               which such Third-Party Software or Materials were used for the
               right to receive maintenance or support related thereto, but only
               to the extent [**]. If Supplier did not obtain AT&T's prior
               authorization to use Third-Party Software or Materials to provide
               the Services in the same manner described in SECTION 6.4(D),
               Supplier [**] of this Agreement. If AT&T [**] in accordance with
               SECTION 21.8 of this Agreement with respect to any such Third
               Party Software or Materials that is required to provide the
               Services and Supplier is unable to identify any commercially
               available alternatives, then Supplier shall [**].

          (d)  SUBSTITUTE MATERIALS. If and to the extent AT&T has agreed in
               advance in accordance with SECTION 6.4(D) to accept substitute
               software or materials, Supplier may, in lieu of Third-Party
               Software and Materials to which AT&T is


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               otherwise entitled under SECTION 6.4(D), deliver the specified
               licenses and other rights to equivalent software and materials
               which are sufficient to perform, [**], support or resources and
               at the levels of efficiency required by this Agreement, the
               functions of such Third-Party Software and Materials after the
               expiration or termination of this Agreement.

15.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     15.1 WORK STANDARDS

          Supplier represents and warrants that the Services shall be rendered
          with promptness and diligence and shall be executed in a professional
          and workmanlike manner, in accordance [**] the Service Levels.
          Supplier represents and warrants that it shall use adequate numbers of
          qualified individuals with suitable training, education, experience,
          competence and skill to perform the Services. Supplier shall provide
          such individuals with training as to new products and services prior
          to the implementation of such products and services in the AT&T
          environment.

     15.2 RESERVED

     15.3 EFFICIENCY AND COST EFFECTIVENESS

          Supplier covenants that it shall use commercially reasonable efforts
          to maximize the efficient utilization of resources for which AT&T is
          charged or responsible hereunder, consistent with industry norms and
          the required levels of quality and performance

          (a)  TIMING OF ACTIONS. Timing Service activities consistent with AT&T
               identified priorities and schedules for the resources and
               Supplier's obligation to meet the Service Levels.

          (b)  USAGE SCHEDULING. Controlling its use of the System and/or the
               AT&T data network by efficiently scheduling usage.

          (c)  ALTERNATIVE TECHNOLOGIES. Subject to SECTION 9.6, using efficient
               technologies and procedures to perform the Services.

     15.4 SOFTWARE

          (a)  OWNERSHIP AND USE. Supplier represents, warrants and covenants
               that it is either the owner of, or authorized to use, any and all
               Software provided and used by Supplier in providing the Services.
               As to any such Software that Supplier does not own but is
               authorized to use, Supplier shall advise AT&T as to the ownership
               and extent of Supplier's rights with regard to such Software to
               the extent any limitation in such rights would materially impair
               Supplier's performance of its obligations under this Agreement.


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    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (b)  PERFORMANCE. Supplier represents, warrants and covenants that
               Supplier shall [**] of this Agreement.

          (c)  NONCONFORMITY. In the event that the Supplier-Owned Software or
               Developed Materials do not Comply with the Specifications and
               criteria set forth in this Agreement, and/or materially and
               adversely affect the Services provided hereunder, Supplier shall
               use commercially reasonable efforts to repair or replace such
               Software or Material with conforming Software or Material. For
               the avoidance of doubt, Supplier shall [**] under this section
               with regard to the [**].

          (d)  OUT-OF-SUPPORT THIRD-PARTY SOFTWARE. To the extent Third-Party
               Software for which Supplier is operationally responsible under
               SCHEDULES D and D.1 is no longer supported by the applicable
               licensor or manufacturer, [**].

     15.5 NON-INFRINGEMENT

          (a)  PERFORMANCE OF RESPONSIBILITIES. Except as otherwise provided in
               this Agreement, each Party represents and warrants that it shall
               perform its responsibilities under this Agreement in a manner
               that does not infringe, or constitute an infringement or
               misappropriation of, any patent, copyright, trademark, trade
               secret or other proprietary or privacy rights of any third party;
               provided, however, that the performing Party shall not have any
               obligation or liability to the extent any infringement or
               misappropriation is caused by (i) modifications made by the other
               Party or its contractors or subcontractors, without the knowledge
               or approval of the performing Party, (ii) the other Party's
               combination of the performing Party's work product or Materials
               with items not furnished, specified or reasonably anticipated by
               the performing Party or contemplated by this Agreement, (iii) a
               breach of this Agreement by the other Party, (iv) the failure of
               the other Party to use corrections or modifications provided by
               the performing Party offering equivalent features and
               functionality or (v) [**] the performing Party to [**]. Each
               Party further represents an warrants that it will not use or
               create materials in connection with the Services which are or are
               alleged to be libelous, defamatory or obscene.

          (b)  THIRD-PARTY SOFTWARE INDEMNIFICATION. In addition, unless
               otherwise agreed, with respect to Third-Party Software provided
               by Supplier pursuant to this Agreement, Supplier covenants that
               it shall obtain and provide intellectual property indemnification
               for AT&T (or obtain intellectual property indemnification for
               itself and enforce such indemnification on behalf of AT&T) from
               the Third-Party Software vendor of such Software. [**] under this
               Agreement, [**].


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (c)  ACTIONS IN CASE OF INFRINGEMENT. In the event that (1) any
               Materials, Developed Materials, Equipment or Software provided by
               Supplier or its Affiliates or Subcontractors pursuant to this
               Agreement or used by them in the performance of the Services are
               found or, in AT&T's reasonable opinion and as reasonably
               demonstrated by AT&T are likely to be found, to infringe upon the
               patent, copyright, trademark, trade secrets, intellectual
               property or proprietary rights of any third party [**] under this
               Agreement or (2) the continued use of such Materials, Developed
               Materials, Equipment or Software is enjoined, Supplier shall, in
               addition to defending, indemnifying and holding harmless AT&T as
               provided in SECTION 17.1(C) and to the other rights AT&T may have
               under this Agreement, promptly and at its own cost and expense
               and in such a manner as to minimize the disturbance to AT&T's and
               the Eligible Recipients' business activities, do one of the
               following:

               (i)  [**] such Materials, Developed Materials, Equipment or
                    Software.

               (ii) [**] as contemplated by this Agreement).

               (iii) [**] such item(s) [**].

     15.6 AUTHORIZATION

          Each Party represents and warrants to the other that:

          (a)  CORPORATE EXISTENCE. It is a corporation duly incorporated,
               validly existing and in good standing under the laws of its State
               of incorporation;

          (b)  CORPORATE POWER AND AUTHORITY. It has the requisite corporate
               power and authority to execute, deliver and perform its
               obligations under this Agreement;

          (c)  LEGAL AUTHORITY. It has obtained all licenses, authorizations,
               approvals, consents or permits required to perform its
               obligations under this Agreement under all applicable Laws and
               under all applicable rules and regulations of all authorities
               having jurisdiction over the Services, except to the extent the
               failure to obtain any such license, authorizations, approvals,
               consents or permits is, in the aggregate, immaterial;

          (d)  DUE AUTHORIZATION. The execution, delivery and performance of
               this Agreement and the consummation of the transactions
               contemplated by this Agreement have been duly authorized by the
               requisite corporate action on the part of such Party; and

          (e)  NO VIOLATION OR CONFLICT. The execution, delivery, and
               performance of this Agreement shall not constitute a violation of
               any judgment, order or decree; a material default under any
               material contract by which it or any of its material


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               assets are bound; or an event that would, with notice or lapse of
               time, or both, constitute such a default.

     15.7 INDUCEMENTS

          Supplier represents and warrants that it has not given and will not
          give commissions, payments, kickbacks, lavish or extensive
          entertainment, or other inducements of more than minimal value to any
          employee or agent of AT&T in connection with this contract. Supplier
          also represents and warrants that, to the best of its knowledge, no
          officer, director, employee, agent or representative of Supplier has
          given any such payments, gifts, entertainment or other thing of value
          to any employee or agent of AT&T. Supplier also acknowledges that the
          giving of any such payments, gifts, entertainment or other thing of
          value is strictly in violation of AT&T policy on conflicts of
          interest, [**].

     15.8 MALICIOUS CODE

          Each Party shall cooperate with the other Party and shall take
          commercially reasonable actions and precautions (including the use of
          antivirus software) consistent with SCHEDULE D to prevent the
          introduction and proliferation of Malicious Code into AT&T's
          environment or any System used by Supplier to provide the Services.
          [**] under this Agreement, [**] the Malicious Code [**].

     15.9 DISABLING CODE

          Supplier represents and warrants that, without the prior written
          consent of AT&T, Supplier shall not insert into the Software any
          Disabling Code. Supplier further represents and warrants that, with
          respect to any Disabling Code that may be part of the Software,
          Supplier shall not invoke or cause to be invoked such Disabling Code
          at any time, including upon expiration or termination of this
          Agreement for any reason, without AT&T's prior written consent.
          Supplier also represents and warrants that it shall not use
          Third-Party Software with Disabling Code without the prior approval of
          AT&T.

     15.10 COMPLIANCE WITH LAWS

          (a)  COMPLIANCE BY SUPPLIER. Supplier represents and warrants that,
               with respect to the provision of the Services and the performance
               of its other legal and contractual obligations hereunder and
               subject to SECTION 15.10(F), it is and shall be in compliance
               with all applicable Laws on the Effective Date and shall remain
               in compliance with such Laws for the entire term of this
               Agreement, including identifying and procuring applicable
               permits, certificates, approvals and inspections required under
               such Laws. If a charge of non-compliance by Supplier with any
               such Laws occurs, Supplier shall promptly notify AT&T of such
               charge. Notwithstanding anything to the contrary contained
               herein, Supplier shall at all times during the term of this
               Agreement provide the Services


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      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

               solely from geographic regions from which Supplier is permitted
               under United States Law to provide the Services and from which
               AT&T is permitted under United States Law to receive the
               Services.

          (b)  RESERVED.

          (c)  COMPLIANCE DATA AND REPORTS. Supplier shall provide AT&T with
               data and reports in Supplier's possession necessary for AT&T to
               comply with all Laws applicable to the Services.

          (d)  SOFTWARE, EQUIPMENT, SYSTEMS AND MATERIALS COMPLIANCE. Supplier
               covenants that the Software, Equipment, Systems and Materials
               owned, provided or used by Supplier in providing the Services are
               in compliance with all applicable Laws on the Effective Date and
               shall remain in compliance with such Laws for the entire term of
               this Agreement.

          (e)  NOTICE OF LAWS. Supplier shall notify AT&T of any Laws and
               changes in Laws applicable to the provision of the Services (and
               not specific to the provision of telecommunication services) and
               shall identify the impact of such Laws and changes in Laws on
               Supplier' performance of such Services. Supplier also shall [**]
               and shall [**], Supplier shall [**]. With respect to those Laws
               applicable to AT&T [**], AT&T shall [**]. At AT&T's request,
               Supplier Personnel shall participate in AT&T provided regulatory
               compliance training programs.

          (f)  AT&T NOTICE OF LAWS. AT&T shall notify Supplier of any changes of
               Laws specific to [**] as AT&T becomes aware of such changes of
               Laws and to the extent such notification was provided internally
               before the Commencement Date to the AT&T Personnel or AT&T
               business units responsible for performing the services replaced
               by the Service in accordance with applicable related law.

          (g)  COST OF COMPLIANCE WITH CHANGES IN LAWS. Supplier shall comply
               with all Laws and changes in Laws applicable to the Services
               (including such Laws specifically applicable to AT&T or the
               Eligible Recipients as providers of telecommunication services,
               subject to Supplier receiving notice of such specifically
               applicable Laws from AT&T pursuant to SECTION 15.10(F) or
               otherwise known to Supplier, including as contemplated by SECTION
               15.10(E)). Supplier shall implement any necessary modifications
               to the Services prior to the applicable deadline for such change
               in Law. To the extent any such implementation is required by
               changes in Laws specifically applicable to AT&T [**], the
               provisions of SECTION 11.5 shall apply. Other changes required by
               changes in Laws shall be performed at [**].

          (h)  COMPLIANCE WITH DATA PRIVACY LAWS. Without limiting any other
               provisions of this Agreement, with respect to any AT&T Personal
               Data, Supplier shall


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                                                Agreement Number: 20070319.002.C

               comply with all Laws under applicable Privacy Laws (as well as
               Laws with respect to any CPNI or CPI). Supplier shall also
               provide AT&T with such assistance as AT&T may reasonably require
               to fulfill its responsibilities under the respective applicable
               Privacy Laws.

          (i)  COMPLIANCE WITH EXPORT CONTROL LAWS. The Parties expressly
               acknowledge their obligation to comply with all applicable Laws
               regarding export from the United States of computer hardware,
               software, technical data or derivatives thereof, as such Laws may
               be modified from time to time. In their respective performance of
               the activities contemplated under this Agreement, neither party
               will directly or indirectly export (or re-export) any computer
               hardware, software, technical data or derivatives of such
               hardware, software or technical data, or permit the shipment of
               same: (a) into any country to which the United States has
               embargoed goods; (b) to anyone on the U.S. Treasury Department's
               List of Specially Designated Nationals, List of Specially
               Designated Terrorists or List of Specially Designated Narcotics
               Traffickers, or the U.S. Commerce Department's Denied Parties
               List; or (c) to any country or destination for which the United
               States government or a United States governmental agency requires
               an export license or other approval for export without first
               having obtained such license or other approval. Each Party will
               reasonably cooperate with the other and will provide to the other
               promptly upon request any end-user certificates, affidavits
               regarding re-export or other certificates or documents as are
               reasonably requested to obtain approvals, consents, licenses
               and/or permits required for any payment or any export or import
               of products or services under this Agreement. To the extent
               within Supplier's control, Supplier shall be responsible for, and
               shall coordinate and oversee, compliance with such export Laws in
               respect of such items exported or imported hereunder. This
               SECTION 15.9(G) shall not relieve Supplier of its obligation to
               perform the Services as provided herein, but such performance
               shall be undertaken in a manner complying with such Laws.
               Further, a change of any such Law shall not constitute a force
               majeure event pursuant to SECTION 18.2. The provisions of this
               SECTION 15.9(G) will survive the expiration or termination of
               this Agreement for any reason.

          (j)  FCPA COMPLIANCE. Without limiting any other provision of this
               Agreement, in all activities associated with the performance of
               the Services, Supplier shall perform in a manner consistent with
               the requirements of the FCPA. The FCPA prohibits the payment or
               offering anything of value to a government official or political
               party or candidate for the purpose of corrupting the exercise of
               an individual's duties and attempting to influence that
               individual to provide or retain business. [**].

          (k)  EXECUTIVE ORDER COMPLIANCE. Supplier's obligation to comply with
               all Laws includes the procurement of permits, certificates,
               approvals, inspections and licenses, when needed, in the
               performance of this Agreement. Supplier further


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                                                Agreement Number: 20070319.002.C

               agrees to comply with all applicable Executive and Federal
               regulations as set forth in "Executive Orders and Associated
               Regulations," a copy of which is attached as SCHEDULE U and by
               this reference made a part of this Agreement.

          (l)  RESPONSIBILITY. [**] Supplier, AT&T or the Eligible Recipients
               [**] of Supplier or its Subcontractors [**].

          (m)  TERMINATION. In the event that there is any change in Laws that
               results in AT&T incurring significantly increased Charges in
               accordance with this Agreement or otherwise significantly affects
               Supplier's ability to perform the Services, then AT&T may at its
               option terminate this Agreement in its entirety or (subject to
               application of Change Management Procedures) the affected portion
               of the Services by giving Supplier at least sixty (60) days prior
               notice and designating a date upon which such termination shall
               be effective. Supplier shall not be entitled to [**] in
               connection with a termination on this basis.

     15.11 INTEROPERABILITY

          (a)  AT&T warrants that, as of the Effective Date, the Systems used to
               provide the services being replaced by the Services are fully
               interoperable with the Software, Equipment, firmware and embedded
               chips used by AT&T that may deliver records to, receive records
               from or otherwise interact with the Systems to receive the
               services replaced by the Services.

          (b)  Supplier represents and warrants that the Systems used to provide
               the Services will, after the Effective Date, continue to be fully
               interoperable with the Software, Equipment, firmware and embedded
               chips used by AT&T that may deliver records to, receive records
               from, or otherwise interact with the Systems to receive the
               Services.

     15.12 OFFSHORE TRANSFER OR PROCESSING OF AT&T DATA.

          (a)  Supplier represents and warrants that, to the extent that its
               performance of the Services includes the transfer, storage or
               processing outside of the United States of AT&T Data or other
               performance of the Services outside of the United States, such
               Services (the "OFFSHORE SERVICES") will be (i) performed in
               accordance with the Agreement and Laws (including Privacy Laws)
               of the United States, European Union (if applicable) and any
               jurisdiction in which the Offshore Services are performed and
               (ii) performed such that Laws permit the transfer of the AT&T
               Data back into the United States, and future performance of the
               Services within the United States, without any additional cost to
               AT&T or authorization or permission of any Entity or government.


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                                                Agreement Number: 20070319.002.C

          (b)  In the event that new Laws or changes in Laws (including as
               contemplated in SECTION 15.9): (i) require that [**]; (ii)
               prohibit the [**]; or (iii) require that [**] (collectively,
               "OFFSHORE IMPACT"), Supplier shall perform all necessary tasks in
               order to continue to perform the Services, including any Offshore
               Services, in compliance with Laws, including, as required by
               Laws, the performance of any or all Services within the United
               States. Upon the event of an Offshore Impact, the [**].

          (c)  Supplier represents and warrants that, to the extent that
               Offshore Services are performed and to the extent that AT&T Data
               is transferred to, processed or stored outside, or accessed from
               outside of the United States and in addition to its other
               obligations under this Agreement, Supplier shall store and
               process AT&T Data and store and operate all Application Software
               in a secure environment designed, monitored and administered to
               prevent the violation of Laws or this Agreement. In addition,
               Supplier shall establish, and require all Supplier Personnel to
               comply with, stringent policies and rules regarding the removal
               of AT&T Data or Application Software from Supplier Facilities and
               otherwise requiring Supplier Personnel to act in accordance with
               this Agreement and Laws, and Supplier shall establish physical
               and logical measures to ensure that such policies and rules are
               followed. Under no circumstances shall AT&T Data or Application
               Software used in Offshore Services be removed from Supplier
               Facilities.

          (d)  Without limiting Supplier's obligations or AT&T's rights under
               SECTION 6.1(A), Supplier represents and warrants that, to the
               extent that Offshore Service are performed, no more than [**]%)
               percent of all Supplier Personnel and Managed Third Parties
               performing Services (calculated on an FTE basis) will be located
               outside of the United States. If [**] months after the
               Commencement Date or thereafter [**] month period, Supplier may
               increase the percentage of Supplier Personnel and Managed Third
               Parties performing Services outside the United States to [**]
               percent ([**]%) (calculated on an FTE basis). Any increase in the
               percentage of Offshore Services above the foregoing shall be
               subject to [**].

               However, if Supplier subsequently [**] for [**] consecutive
               months or for more than [**] months in a [**] month period, [**],
               Supplier shall re-establish the level of Supplier Personnel and
               Managed Third Parties performing Services outside of the United
               States to no more than [**] percent ([**]%) (calculated on an FTE
               basis), [**].

     15.13 DISCLAIMER

          EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
          REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE


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                                                Agreement Number: 20070319.002.C

          OTHER PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
          WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
          PARTICULAR PURPOSE.

16.  INSURANCE AND RISK OF LOSS

     16.1 INSURANCE.

          (a)  With respect to Supplier's performance under this Agreement, and
               in addition to Supplier's obligation to indemnify, Supplier shall
               comply with this Section.

          (b)  Supplier shall maintain the insurance coverages and limits
               required by this Section and any additional insurance and/or
               bonds required by law:

               (i)  at all times during the term of this Agreement and until
                    completion of all Work associated with this Agreement,
                    whichever is later; and

               (ii) with respect to any coverage maintained in a "claims-made"
                    policy, for two (2) years following the term of this
                    Agreement or completion of all Work associated with this
                    Agreement, whichever is later. If a "claims-made" policy is
                    maintained, the retroactive date must precede the
                    commencement of Work under this Agreement;

          (c)  Supplier shall require each subcontractor who may perform Work
               under this Agreement or enter upon the Work site to maintain
               coverages, requirements, and limits at least as broad as those
               listed in this Section from the time when the subcontractor
               begins work, throughout the term of the subcontractor's work and,
               with respect to any coverage maintained on a "claims-made"
               policy, for two (2) years thereafter;

          (d)  Supplier shall procure the required insurance from an insurance
               company eligible to do business in the state or states where Work
               will be performed and having and maintaining a Financial Strength
               Rating of [**] or better and a Financial Size Category of [**] or
               better, as rated in the A.M. Best Key Rating Guide for Property
               and Casualty Insurance Companies, except that, in the case of
               Workers' Compensation insurance, Supplier may procure insurance
               from the state fund of the state where Work is to be performed;
               and

          (e)  Supplier shall deliver to AT&T, certificates of insurance stating
               the types of insurance and policy limits with the cancellation
               clause amended to read as follows: "The issuing insurance company
               will endeavor to provide at least 30 days advance written notice
               of cancellation or non-renewal to AT&T. Supplier shall deliver
               such certificates:


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                                                Agreement Number: 20070319.002.C

               (i)  prior to execution of this Agreement and prior to
                    commencement of any work;

               (ii) prior to expiration of any insurance policy required in this
                    Section; and

               (iii) for any coverage maintained on a "claims-made" policy, for
                    two (2) years following the term of this Agreement or
                    completion of all Work associated with this Agreement,
                    whichever is later.

          (f)  The Parties agree:

               (i)  the failure of AT&T to demand such certificate of insurance
                    or failure of AT&T to identify a deficiency will not be
                    construed as a waiver of Supplier's obligation to maintain
                    the insurance required under this Agreement;

               (ii) that the insurance required under this Agreement does not
                    represent that coverage and limits will necessarily be
                    adequate to protect Supplier, nor be deemed as a limitation
                    on Supplier's liability to AT&T in this Agreement;

          (g)  Supplier may meet the required insurance coverages and limits
               with any combination of primary and Umbrella/Excess liability
               insurance; and

          (h)  Supplier is responsible for any deductible or self-insured
               retention.

          (i)  The insurance coverage required by this Section includes:

               (i)  Workers' Compensation insurance with benefits afforded under
                    the laws of any state in which the Work is to be performed
                    and Employers Liability insurance with limits of at least:

                    -    $500,000 for Bodily Injury - each accident

                    -    $500,000 for Bodily Injury by disease - policy limits

                    -    $500,000 for Bodily Injury by disease - each employee

               (ii) To the fullest extent allowable by Law, the policy must
                    include a waiver of subrogation in favor of AT&T, its
                    Affiliates, and their directors, officers and employees.

               (iii) In states where Workers' Compensation insurance is a
                    monopolistic state-run system, Supplier shall add Stop Gap
                    Employers Liability with limits not less than $500,000 each
                    accident or disease.


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                                                Agreement Number: 20070319.002.C

               (iv) Commercial General Liability insurance written on Insurance
                    Services Office (ISO) Form CG 00 01 12 04 or a substitute
                    form providing equivalent coverage, covering liability
                    arising from premises, operations, personal injury,
                    products/completed operations, and liability assumed under
                    an insured contract (including the tort liability of another
                    assumed in a business contract) with limits of at least:

                    -    $2,000,000 General Aggregate limit

                    -    $1,000,000 each occurrence limit for all bodily injury
                         or property damage incurred in any one (1) occurrence

                    -    $1,000,000 each occurrence limit for Personal Injury
                         and Advertising Injury

                    -    $2,000,000 Products/Completed Operations Aggregate
                         limit

                    -    $1,000,000 each occurrence limit for Products/Completed
                         Operations

                    -    $1,000,000 Damage to Premises Rented to You (Fire Legal
                         Liability)

               (v)  The Commercial General Liability insurance policy must:

                    -    include AT&T, its Affiliates, and their directors,
                         officers, and employees as Additional Insureds.
                         Supplier shall provide a copy of the Additional Insured
                         endorsement to AT&T. The Additional Insured endorsement
                         may either be specific to AT&T or may be "blanket" or
                         "automatic" addressing any person or entity as required
                         by contract. A copy of the Additional Insured
                         endorsement must be provided within 60 days of
                         execution of this Agreement and within 60 days of each
                         Commercial General Liability policy renewal;

                    -    include a waiver of subrogation in favor of AT&T, its
                         Affiliates, and their directors, officers and
                         employees; and

                    -    be primary and non-contributory with respect to any
                         insurance or self-insurance that is maintained by AT&T.


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                                                Agreement Number: 20070319.002.C

               (vi) Business Automobile Liability insurance with limits of at
                    least $1,000,000 each accident for bodily injury and
                    property damage, extending to all owned, hired, and
                    non-owned vehicles.

               (vii) Umbrella/Excess Liability insurance with limits of at least
                    $1,000,000 each occurrence and in the aggregate with terms
                    and conditions at least as broad as the underlying
                    Commercial General Liability, Business Auto Liability, and
                    Employers Liability policies. Umbrella/Excess Liability
                    limits will be primary and non-contributory with respect to
                    any insurance or self-insurance that is maintained by AT&T.

               (viii) Fidelity or Crime insurance covering employee dishonesty.
                    Supplier shall include a client coverage endorsement written
                    for limits of $1,000,000 in the aggregate and shall include
                    AT&T as Loss Payee.

               (ix) Professional Liability (Errors & Omissions) insurance with
                    limits of $1,000,000 each claim or wrongful act and in the
                    aggregate.

               (x)  Internet Liability and Network Protection (Cyberrisk)
                    insurance with limits of $1,000,000 each claim or wrongful
                    act and in the aggregate.

               (xi) Media Liability insurance with limits of $1,000,000 each
                    claim or wrongful act and in the aggregate.

               (xii) Property insurance with limits equal to the replacement
                    cost of Supplier's Business Personal Property at the
                    location where Work is to be performed under this Agreement.
                    The Property insurance policy will include a waiver of
                    subrogation in favor of AT&T, its Affiliates, and their
                    directors, officers and employees.

     16.2 RISK OF LOSS

          (a)  GENERAL. Except as otherwise provided in SECTION 17.3, each Party
               shall be responsible for risk of loss of, and damage to, any
               Equipment, Software or other materials in its possession or under
               its control. Supplier [**]. Each Party shall promptly notify the
               other of any damage (except normal wear and tear), destruction,
               loss, theft or governmental taking of any item of Equipment,
               Software or other materials in the possession or under the
               control of such Party, whether or not insured against by such
               Party, whether partial or complete, which is caused by any act,
               omission, fault or neglect of such Party ("EVENT OF LOSS"). Such
               Party shall be responsible for the cost of any necessary repair
               or replacement of such Equipment, Software or other materials due
               to an Event of Loss; in the event of a AT&T Event of Loss, such
               repair or replacement shall not be considered part of Supplier's
               maintenance obligations. For a AT&T Event of


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                                                Agreement Number: 20070319.002.C

               Loss, Supplier shall coordinate and oversee repair or replacement
               performed by a third party on a [**] basis, or by Supplier at
               agreed-upon prices.

          (b)  WAIVER. Except as provided below, Supplier and AT&T each waive
               all rights to recover against the other Party for damage,
               destruction, loss, theft or governmental taking of their
               respective real or tangible personal property (whether owned or
               leased) from any cause to the extent covered by insurance
               maintained by each of them, [**]. This waiver of subrogation
               shall not extend to the damage, destruction, loss or theft of
               real or tangible personal property caused by the negligence or
               other tortious conduct of the other Party or the failure of the
               other Party to comply with its obligations under this Agreement.
               Supplier and AT&T will [**] maintained by each Party.

     16.3 THIRD PARTY ADMINISTRATOR

          Supplier understands and acknowledges that AT&T may engage the
          services of a third party administrator (the "ADMINISTRATOR") to
          perform certain Agreement-related administrative functions for AT&T
          which may include (i) collecting and verifying certificates of
          insurance, (ii) providing financial analysis, (iii) verifying
          certifications under SECTION 9.11 (Supplier Diversity), and (iv)
          collecting and verifying Supplier profile information. Supplier shall
          (A) cooperate with the Administrator in Administrator's performance of
          such functions, (B) provide such data as the Administrator may from
          time to time request, and (C) pay the Administrator a one time set-up
          fee of $[**] and an annual fee for the performance of such functions
          (not to exceed $[**]). Notwithstanding any other provision of the
          Agreement, AT&T may provide Proprietary Information regarding Supplier
          to the Administrator, as appropriate to the exercise AT&T's rights
          under this Agreement.

17.  INDEMNITIES

     17.1 INDEMNITY BY SUPPLIER

          Supplier agrees to indemnify, defend and hold harmless AT&T and the
          Eligible Recipients and their respective officers, directors,
          employees, agents, representatives, successors and assigns from any
          and all Losses and threatened Losses due to third-party claims arising
          from or in connection with any of the following:

          (a)  [**];

          (b)  [**];

          (c)  [**] the Services;

          (d)  [**];


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (e)  [**];

          (f)  RESERVED.

          (g)  [**];

          (h)  [**] pursuant to this Agreement;

          (i)  [**] the regulations promulgated thereunder;

          (j)  [**] under this Agreement, [**] under this Agreement;

          (k)  [**];

          (l)  [**] resulting from [**] from and after [**] other aspects of the
               [**]; and/or [**] in connection with [**], except, in each case,
               to the extent [**] under this Agreement;

          (m)  [**] its obligations under [**];

          (n)  [**] with respect to [**] in connection with [**] of this
               Agreement;

          (o)  [**] with this Agreement.

     17.2 INDEMNITY BY AT&T

          AT&T agrees to indemnify, defend and hold harmless Supplier and its
          officers, directors, employees, agents, representatives, successors
          and assigns, from any Losses and threatened Losses due to third-party
          claims arising from or in connection with any of the following:

          (a)  [**];

          (b)  [**] under this Agreement;

          (c)  [**] pursuant to this Agreement;

          (d)  [**];

          (e)  [**] or other proprietary rights [**];

          (f)  [**], that are the [**];

          (g)  [**] under this Agreement, [**] under this Agreement;

          (h)  [**]; and


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                     companies except by written agreement.

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                                                Agreement Number: 20070319.002.C

          (i)  [**] of this Agreement.

     17.3 ADDITIONAL INDEMNITIES

          Supplier and AT&T each agree to indemnify, defend and hold harmless
          the other, and the Eligible Recipients and their respective
          Affiliates, officers, directors, employees, agents, representatives,
          successors and assigns, from any and all Losses and threatened Losses
          to the extent they arise from or in connection with any of the
          following: (a) except as otherwise provided in SECTION 17.1(K), the
          death or bodily injury of any agent, employee, customer, business
          invitee, business visitor or other person caused by the negligence or
          other tortious conduct of the indemnitor or the failure of the
          indemnitor to comply with its obligations under this Agreement; and
          (b) the damage, loss or destruction of any real or tangible personal
          property caused by the negligence or other tortious conduct of the
          indemnitor or the failure of the indemnitor to comply with its
          obligations under this Agreement.

     17.4 ENVIRONMENTAL

          (a)  AT&T OBLIGATIONS. With respect to AT&T sites where Supplier
               performs Services and where Hazardous Materials are used or
               produced in operations performed by AT&T, AT&T shall [**] (i)
               notify Supplier of any procedures and precautions to be taken by
               Supplier when performing Services, (ii) when applicable Laws
               require the use of special equipment or training in order for
               Supplier to provide safely and properly the Services in the
               presence of such Hazardous Materials, provide such equipment and
               acquisition of training, (iii) comply with all material
               applicable Laws concerning AT&T's treatment, storage,
               registration, handling or disposal of or reporting about,
               Hazardous Materials used or produced by AT&T in its operations
               and (iv) be responsible for [**] with respect to AT&T's
               treatment, storage, registration, handling or disposal of or
               reporting about Hazardous Materials used or produced by AT&T in
               its operations.

          (b)  SUPPLIER OBLIGATIONS. Supplier shall (i) notify AT&T of the
               procedures and precautions to be taken at AT&T or Supplier
               facilities where Hazardous Materials are used or produced by
               Supplier or its Affiliates or Subcontractors in the performance
               of the Services, (ii) provide [**] any special equipment or
               training required by AT&T to perform its operations safely and
               properly in the presence of such Hazardous Materials, (iii) be
               responsible for complying with all material applicable Laws
               concerning the treatment, storage, registration, handling or
               disposal of or reporting about Hazardous Materials used or
               produced by Supplier or its Affiliates or Subcontractors in the
               performance of the Services and (iv) be responsible for [**] with
               respect to the treatment, storage, registration, reporting,
               handling or disposal of any Hazardous Materials used or


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                                                Agreement Number: 20070319.002.C

               produced in the performance by Supplier or its Affiliates or
               Subcontractors of the Services.

          (c)  RESPONSE. In the event that Hazardous Materials other than
               Hazardous Materials brought on to the AT&T Site by Supplier, its
               Affiliates or agents are present at any AT&T Site during the term
               of this Agreement, Supplier may cease performance of any affected
               portion of the Services if and to the extent Supplier's ability
               to perform such portion of the Services safely (as determined by
               OSHA standards) is impacted by the presence of such Hazardous
               Materials and the unsafe condition cannot reasonably be
               circumvented by Supplier through the use of alternative
               approaches, workaround plans or other means; provided that [**].

          (d)  RESPONSIBILITY. AT&T shall be liable for and indemnify Supplier
               against all costs, expenses or other Losses incurred or suffered
               by Supplier as a result of the treatment, storage, registration,
               handling, disposal or release of or reporting about Hazardous
               Materials used or produced by operations performed by AT&T at the
               AT&T sites, except to the extent that such costs, expenses or
               Losses were caused by the conduct of Supplier or Supplier's
               employees, subcontractors, agents, invitees or representatives.
               Supplier shall be liable for and indemnify AT&T and the Eligible
               Recipients against all costs, expenses or other Losses incurred
               or suffered by AT&T or any Eligible Recipient as a result of the
               treatment, storage, registration, handling, disposal or release
               of or reporting about Hazardous Materials used or produced by
               Supplier in the performance of the Services, except to the extent
               such costs, expenses or Losses were caused by the conduct of
               AT&T, AT&T employees, invitees, contractors or other persons for
               whom AT&T is legally responsible (which specifically excludes
               Supplier or Supplier's employees, subcontractors, agents or
               representatives). Neither Supplier nor AT&T shall be liable to
               the other for any special, indirect, incidental or consequential
               damages.

     17.5 INDEMNIFICATION PROCEDURES

          With respect to third-party claims (other than those covered by
          SECTION 17.1(F)), the following procedures shall apply:

          (a)  NOTICE. Promptly after receipt by any Entity entitled to
               indemnification (under SECTION 17.1 through SECTION 17.4 or any
               other provisions of this Agreement) of notice of the commencement
               or threatened commencement of any civil, criminal, administrative
               or investigative action or proceeding involving a claim in
               respect of which the indemnitee will seek indemnification
               pursuant to any such Section, the indemnitee shall notify the
               indemnitor of such claim. No delay or failure to so notify an
               indemnitor shall relieve it of its obligations under this
               Agreement except to the extent that such indemnitor has suffered
               actual


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                                                Agreement Number: 20070319.002.C

               prejudice by such delay or failure. Within fifteen (15) days
               following receipt of notice from the indemnitee relating to any
               claim, but no later than five (5) days before the date on which
               any response to a complaint or summons is due, the indemnitor
               shall notify the indemnitee that the indemnitor elects to assume
               control of the defense and settlement of that claim (a "NOTICE OF
               ELECTION").

          (b)  PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor
               delivers a Notice of Election within the required notice period,
               the indemnitor shall assume sole control over the defense and
               settlement of the claim; provided, however, that (i) the
               indemnitor shall keep the indemnitee fully apprised at all times
               as to the status of the defense, and (ii) the indemnitor shall
               obtain the prior written approval of the indemnitee before
               entering into any settlement of such claim asserting any
               liability against the indemnitee or imposing any obligations or
               restrictions on the indemnitee or ceasing to defend against such
               claim. The indemnitor shall not be liable for any legal fees or
               expenses incurred by the indemnitee following the delivery of a
               Notice of Election; provided, however, that (i) the indemnitee
               shall be entitled to employ counsel at its own expense to
               participate in the handling of the claim, and (ii) the indemnitor
               shall pay the fees and expenses associated with such counsel if,
               in the reasonable judgment of the indemnitee, based on an opinion
               of counsel, there is a conflict of interest with respect to such
               claim or if the indemnitor has requested the assistance of the
               indemnitee in the defense of the claim or the indemnitor has
               failed to defend the claim diligently. The indemnitor shall not
               be obligated to indemnify the indemnitee for any amount paid or
               payable by such indemnitee in the settlement of any claim if (x)
               the indemnitor has delivered a timely Notice of Election and such
               amount was agreed to without the written consent of the
               indemnitor, (y) the indemnitee has not provided the indemnitor
               with notice of such claim and a reasonable opportunity to respond
               thereto or (z) the time period within which to deliver a Notice
               of Election has not yet expired.

          (c)  PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the
               indemnitor does not deliver a Notice of Election relating to any
               claim within the required notice period, the indemnitee shall
               have the right to defend the claim in such manner as it may deem
               appropriate. The indemnitor shall promptly reimburse the
               indemnitee for all such costs and expenses incurred by the
               indemnitee, including attorneys' fees.

     17.6 SUBROGATION

          Except as otherwise provided in SECTIONS 16.1 or 16.2 in the event
          that an indemnitor shall be obligated to indemnify an indemnitee
          pursuant to SECTION 17.1 through SECTION 17.4 or any other provision
          of this Agreement, the indemnitor shall, upon payment of such
          indemnity in full, be subrogated to all rights of the indemnitee with
          respect to the claims to which such indemnification relates.


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                                                Agreement Number: 20070319.002.C

18.  LIABILITY

     18.1 GENERAL INTENT

          Subject to the specific provisions and limitations of this ARTICLE 18,
          it is the intent of the Parties that each Party shall be liable to the
          other Party for any actual damages incurred by the non-breaching Party
          as a result of the breaching Party's failure to perform its
          obligations in the manner required by this Agreement.

     18.2 FORCE MAJEURE

          (a)  GENERAL. Subject to SECTION 18.2, no Party shall be liable for
               any default or delay in the performance of its obligations under
               this Agreement if and to the extent such default or delay is
               caused, directly or indirectly, by fire, flood, earthquake,
               elements of nature or acts of God; wars, riots, civil disorders,
               rebellions or revolutions or any other similar cause beyond the
               reasonable control of such Party, except to the extent the
               non-performing Party is at fault in failing to prevent or causing
               such default or delay, and provided that such default or delay
               can not reasonably be circumvented by the non-performing Party
               through the use of alternate sources, workaround plans or other
               means. A strike, lockout or labor dispute involving Supplier or a
               Subcontractor and its own personnel shall not excuse Supplier
               from its obligations hereunder. In addition, the refusal of
               Supplier Personnel to enter a facility that is the subject of a
               labor dispute shall excuse Supplier from its obligations
               hereunder only if and to the extent such refusal is based upon a
               reasonable fear of physical harm.

          (b)  DURATION AND NOTIFICATION. In such event the non-performing Party
               shall be excused from further performance or observance of the
               obligation(s) so affected for as long as such circumstances
               prevail and such Party continues to use all commercially
               reasonable efforts to recommence performance or observance
               whenever and to whatever extent possible without delay. Any Party
               so prevented, hindered or delayed in its performance shall, as
               quickly as practicable under the circumstances, notify the Party
               to whom performance is due by telephone (to be confirmed in
               writing within one (1) day of the inception of such delay) and
               describe at a reasonable level of detail the circumstances of the
               force majeure event, the steps being taken to address such force
               majeure event and the expected duration of such force majeure
               event.

          (c)  [**]. If any event described in [**]. In addition, if any event
               described in [**] of this Agreement [**]. Supplier shall [**].

          (d)  DISASTER RECOVERY. Upon the occurrence of a force majeure event,
               Supplier shall implement promptly, as appropriate, its disaster
               recovery plan and provide disaster recovery services as described
               in SCHEDULE D. The occurrence of a


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                                                Agreement Number: 20070319.002.C

               force majeure event shall not relieve Supplier of its obligation
               to implement its disaster recovery plan and provide disaster
               recovery services. Supplier shall periodically update and test
               the operability of the disaster recovery plan and certify to AT&T
               that the disaster recovery plan is fully operational.

          (e)  [**] in accordance with this Agreement [**] hereunder [**].

          (f)  [**] under this Agreement, [**]. In no event will [**] in the
               event of the occurrence of a force majeure event.

     18.3 LIMITATION OF LIABILITY

          (a)  LIMITATION AS TO NATURE OF DAMAGES. EXCEPT AS PROVIDED IN THIS
               SECTION 18.3 OR SECTION 17.1, NEITHER PARTY SHALL BE LIABLE TO
               THE OTHER PARTY FOR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,
               INCLUDING LOST REVENUE, REGARDLESS OF THE FORM OF THE ACTION OR
               THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
               THE POSSIBILITY OF SUCH DAMAGES.

          (b)  LIMITATION AS TO AMOUNT OF DAMAGES. EXCEPT AS PROVIDED IN THIS
               SECTION 18.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
               FOR AGGREGATE DAMAGES GREATER THAN THE GREATER OF (i) TWENTY
               MILLION DOLLARS OR (ii) THE CHARGES PAID OR PAYABLE BY AT&T
               DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO
               THE LIABILITY.

          (c)  [**]. The limitations of liability set forth in SECTION 18.3(A)
               and SECTION 18.3(B) shall [**]:

               (i)  [**] a Party;

               (ii) [**] under ARTICLE 17 of this Agreement;

               (iii) [**] of this Agreement [**];

               (iv) [**] provide [**];

               (v)  [**];

               (vi) [**] set forth in [**]; or

               (vii) [**] under [**];

          (d)  [**]. The following shall be considered [**] in accordance with
               this Agreement:


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               (i)  [**];

               (ii) [**] or any part thereof;

               (iii) [**];

               (iv) [**] under this Agreement;

               (v)  [**], including [**] in connection with [**];

               (vi) [**] in accordance with this Agreement, including [**]
                    perform an obligation under this Agreement;

               (vii) [**];

               (viii) [**]; and

               (ix) [**] pursuant to SCHEDULE F.

          (e)  ITEMS NOT CONSIDERED DAMAGES. Charges and other amounts that are
               due and owing to Supplier for Services performed under this
               Agreement shall not be considered damages subject to, and shall
               not be counted toward the liability cap specified in, SECTION
               18.3(B).

          (f)  NO WAIVER. Nothing in this provision shall be interpreted to
               prevent a Party from recovering damages otherwise recoverable
               under this Agreement.

19.  DISPUTE RESOLUTION

     19.1 INFORMAL DISPUTE RESOLUTION

          Prior to the initiation of formal dispute resolution procedures with
          respect to any dispute, other than as provided in SECTION 19.1(D) or
          SECTION 20.9, the Parties shall first attempt to resolve such dispute
          informally, as follows:

          (a)  INITIAL EFFORT. The Parties agree that they shall attempt in good
               faith to resolve all disputes (other than those described in
               SECTION 19.1(D) or SECTION 20.9) in accordance with SCHEDULE D,
               PART 4. In the event of a dispute that is not resolved or
               resolvable in accordance with SCHEDULE D, PART 4, either Party
               may refer the dispute for resolution to the senior corporate
               executives specified in SECTION 19.1(B) below upon written notice
               to the other Party.

          (b)  ESCALATION. Within five (5) business days of a notice under
               SECTION 19.1(A) above referring a dispute for resolution by
               senior corporate executives, the AT&T Contract Office and the
               Supplier Account Office will each prepare and


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               provide to an Supplier Division President and the AT&T Chief
               Information Officer, respectively, summaries of the relevant
               information and background of the dispute, along with any
               appropriate supporting documentation, for their review. The
               designated senior corporate executives will confer as often as
               they deem reasonably necessary in order to gather and furnish to
               the other all information with respect to the matter in issue
               which the parties believe to be appropriate and germane in
               connection with its resolution. The designated senior corporate
               executives shall discuss the problem and negotiate in good faith
               in an effort to resolve the dispute without the necessity of any
               formal proceeding. The specific format for the discussions will
               be left to the discretion of the designated senior corporate
               executives, but may include the preparation of agreed-upon
               statements of fact or written statements of position.

          (c)  PROVISION OF INFORMATION. During the course of negotiations under
               SECTION 19.1(A) or SECTION 19.1(b) above, all reasonable requests
               made by one Party to another for non-privileged information,
               reasonably related to the dispute, will be honored in order that
               each of the parties may be fully advised of the other's position.
               All negotiation shall be strictly confidential and used solely
               for the purposes of settlement. Any materials prepared by one
               Party for these proceedings shall not be used as evidence by the
               other Party in any subsequent arbitration or litigation;
               provided, however, the underlying facts supporting such materials
               may be subject to discovery.

          (d)  PREREQUISITE TO FORMAL PROCEEDINGS. Formal proceedings for the
               resolution of a dispute may not be commenced until the earlier
               of: (i) the designated senior corporate executives under SECTION
               19.1(B) above concluding in good faith that amicable resolution
               through continued negotiation of the matter does not appear
               likely; or (ii) thirty (30) days after the notice under SECTION
               19.1(A) above referring the dispute to designated senior
               corporate executives. The time periods specified in this SECTION
               19.1 shall not be construed to prevent a Party from instituting,
               and a Party is authorized to institute, formal proceedings
               earlier to (A) avoid the expiration of any applicable limitations
               period, (B) preserve a superior position with respect to other
               creditors, or (C) address a claim arising out of the breach of a
               Party's obligations under ARTICLE 13 or a dispute subject to
               SECTION 20.9.

     19.2 ARBITRATION

          (a)  Except for claims arising out of the breach of a Party's
               obligations under ARTICLE 13 or disputes subject to SECTION 20.9,
               any controversy or claim arising out of or relating to this
               Agreement, or any breach thereof, which cannot be resolved using
               the procedures set forth above in SECTION 19.1, shall be finally
               resolved under the Commercial Arbitration Rules of the American
               Arbitration Association then in effect; provided, however, that
               without limiting any rights at


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               law or in equity a Party may have because of an improper
               termination of this Agreement by the other Party, nothing
               contained in this Agreement shall limit either Party's right to
               terminate this Agreement pursuant to ARTICLE 20.

          (b)  The Arbitration shall take place in [**], and shall apply the law
               of [**]. The decision of the arbitrators shall be final and
               binding and judgment on the award may be entered in any court of
               competent jurisdiction. The arbitrators shall be instructed to
               state the reasons for their decisions in writing, including
               findings of fact and law. The arbitrators shall be bound by the
               warranties, limitations of liability and other provisions of this
               Agreement. Except with respect to the provisions of this
               Agreement that provide for injunctive relief rights, such
               arbitration shall be a precondition to any application by either
               Party to any court of competent jurisdiction.

          (c)  Within ten (10) days after delivery of written notice ("NOTICE OF
               DISPUTE") by one Party to the other in accordance with this
               Section, the Parties each shall use good faith efforts to
               mutually agree upon one (1) arbitrator. If the Parties are not
               able to agree upon one (1) arbitrator within such period of time,
               the Parties each shall within ten (10) days: (i) appoint one (1)
               arbitrator who has at no time ever represented or acted on behalf
               of either of the Parties, and is not otherwise affiliated with or
               interested in either of the Parties and (ii) deliver written
               notice of the identity of such arbitrator and a copy of his or
               her written acceptance of such appointment to the other Party. If
               either Party fails or refuses to appoint an arbitrator within
               such ten (10) day period, the single arbitrator appointed by the
               other Party shall decide alone the issues set out in the Notice
               of Dispute. Within ten (10) days after such appointment and
               notice, such arbitrators shall appoint a third arbitrator. In the
               event that the two (2) arbitrators fail to appoint a third
               arbitrator within ten (10) days of the appointment of the second
               arbitrator, either arbitrator or either Party may apply for the
               appointment of a third arbitrator to the American Arbitration
               Association.

          (d)  All arbitrators selected pursuant to this Section shall be
               practicing attorneys with at least five (5) years of experience
               in technology law applicable to the Services. Any such
               appointment shall be binding upon the Parties. The Parties shall
               use best efforts to set the arbitration within sixty (60) days
               after selection of the arbitrator or arbitrators, as applicable,
               but in no event shall the arbitration be set more than ninety
               (90) days after selection of the arbitrator or arbitrators, as
               applicable. Discovery as permitted by the Federal Rules of Civil
               Procedure then in effect will be allowed in connection with
               arbitration to the extent consistent with the purpose of the
               arbitration and as allowed by the arbitrator or arbitrators, as
               applicable. The decision or award of the arbitrator or the
               majority of the three arbitrators, as applicable, shall be
               rendered within fifteen (15) days after the conclusion of the
               hearing, shall be in writing, shall set forth the basis therefor,
               and shall be final, binding and nonappealable upon the Parties
               and may be


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               enforced and executed upon in any court having jurisdiction over
               the Party against whom the enforcement of such decision or award
               is sought. Each Party shall bear its own arbitration costs and
               expenses and all other costs and expenses of the arbitration
               shall be divided equally between the Parties; provided, however,
               the arbitrator or arbitrators, as applicable, may modify the
               allocation of fees, costs and expenses in the award in those
               cases where fairness dictates other than such allocation between
               the Parties.

     19.3 CONTINUED PERFORMANCE

          (a)  GENERAL. Each Party agrees that it shall, unless otherwise
               directed by the other Party, continue performing its obligations
               under this Agreement while any dispute is being resolved;
               provided that this provision shall not operate or be construed as
               extending the term of this Agreement or prohibiting or delaying a
               Party's exercise of any right it may have to terminate the term
               of this Agreement as to all or any part of the Services. [**].

          (b)  [**]. Supplier acknowledges and agrees that [**]. Supplier
               expressly acknowledges and agrees that, [**] under this
               Agreement, [**] AT&T and Supplier. Supplier further agrees as
               follows:

               (i)  [**] any of the terms of this Agreement [**] under this
                    Agreement [**], Supplier agrees that [**].

               (ii) Supplier shall not intentionally interrupt the Services or
                    provide reduced levels of Service quality or support unless
                    and until [**].

               (iii) [**] because it is required to do so [**], Supplier shall
                    [**] the Services.

               (iv) Subject to SECTIONS 20.1(B) and 4.3(A)(III), Supplier shall
                    [**].

     19.4 GOVERNING LAW

          This Agreement and performance under it shall be governed by and
          construed in accordance with the applicable laws of [**], without
          giving effect to the principles thereof relating to conflicts of laws.
          The United Nations Convention on Contracts for the International Sales
          of Goods shall not apply to this Agreement.

     19.5 VENUE AND JURISDICTION.

          In any litigation arising out of this Agreement and to the fullest
          extent permitted by Law, the Parties hereby irrevocably agree, submit
          and waive objection to jurisdiction and venue in, [**].


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20.  TERMINATION

     20.1 TERMINATION FOR CAUSE

          (a)  BY AT&T. If Supplier:

               (i)  commits a material breach of this Agreement, which breach is
                    not cured within [**] days after notice of the breach from
                    AT&T;

               (ii) commits a material breach of this Agreement that is not
                    capable of being cured within [**] days;

               (iii) commits numerous breaches of its duties or obligations
                    which collectively constitute a material breach of this
                    Agreement;

               (iv) becomes liable for or incurs Service Level [**] for Minimum
                    Service Level Failures under this Agreement that, in the
                    aggregate, exceed [**] percent ([**]%) of the [**] during
                    any rolling [**] month period, regardless of whether such
                    Service Level [**] are subject to, or have in fact been,
                    [**] provisions of SCHEDULE F; provided, however, the
                    foregoing shall not apply if the monthly average performance
                    for the prior rolling [**] month period for each Critical
                    Service Level is greater than the Minimum Service Level;

               (v)  fails to perform in accordance with the Minimum Service
                    Level of the same Service Level for [**] consecutive months
                    or during [**] months of any [**] consecutive month period;

               (vi) makes an unpermitted assignment of this Agreement as
                    described in SECTION 21.1(B)(IV); or

               (vii) incurs liability to AT&T under this Agreement in excess of
                    [**] percent ([**]%) of the limitation of liability
                    described in SECTION 18.3(B);

               then AT&T may, by giving notice to Supplier, terminate this
               Agreement with respect to all or any part of the Services, in
               whole or in part, as of a date specified in the notice of
               termination. Supplier shall [**] in connection with a Termination
               for Cause.

               The express acknowledgment that a certain amount of Service Level
               [**] or number of Service Level defaults constitutes grounds for
               termination under SECTIONS 20.1(A)(III) and (IV) does not imply
               that a lesser amount or number cannot constitute a material
               breach of this Agreement and therefore grounds for


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                                                Agreement Number: 20070319.002.C

               termination under other subsections, and no Party shall contend
               otherwise in any dispute or controversy between the Parties.

          (b)  BY SUPPLIER.

               In the event that AT&T fails to pay Supplier undisputed charges
               exceeding [**] the average monthly fees payable by AT&T under
               this Agreement and fails to cure such default within [**] days of
               notice from Supplier of the possibility of termination for
               failure to make such payment, Supplier may, by notice to AT&T,
               terminate this Agreement.

     20.2 CRITICAL SERVICES

Without limiting AT&T's rights under SECTION 20.1, if Supplier commits a
material breach [**], and Supplier is unable to cure such breach within [**]
hours of written notice from AT&T, AT&T may, in addition to its other remedies
at law and in equity, [**] until Supplier has cured the breach or this Agreement
is terminated. During such period, [**]. The express inclusion of this remedy in
this SECTION 20.2 does not limit AT&T's right to use a similar remedy for other
breaches by Supplier of this Agreement.

     20.3 TERMINATION FOR CONVENIENCE

AT&T may terminate this Agreement with respect to all or any portion of the
Services for convenience and without cause at any time by giving Supplier 120
days prior notice designating the termination date. Upon the effective date of
any such termination, AT&T shall pay to Supplier a [**] calculated in accordance
with SCHEDULE M.

     20.4 TERMINATION UPON SUPPLIER CHANGE OF CONTROL

          (a)  In the event of a change in Control of Supplier (or that portion
               of Supplier providing Services under this Agreement) or the
               Entity that Controls Supplier (if any), where such Control is
               acquired, directly or indirectly, in a single transaction or
               series of related transactions, or all or substantially all of
               the assets of Supplier are acquired by any Entity, or Supplier is
               merged with or into another Entity to form a new Entity, AT&T may
               at its option terminate this Agreement by giving Supplier at
               least ninety (90) days prior notice and designating a date upon
               which such termination shall be effective; provided, however,
               AT&T shall not have this right if Amdocs Limited, (a Guernsey
               corporation as of the Effective Date) retains Control of Supplier
               after such transaction, acquisition, merger; provided, further,
               if such change in Control of Supplier involves an AT&T
               competitor, AT&T may terminate this Agreement by giving Supplier
               at least ten (10) days prior notice, and AT&T competitor shall be
               prohibited from any contact with AT&T Data, AT&T Proprietary
               Information and any and all other information about the AT&T
               account, including


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               discussions with Supplier Personnel regarding specifics relating
               to the Services. Supplier shall not be entitled to any [**] in
               connection with a termination pursuant to this SECTION 20.4.

          (b)  Subject to any legal obligation of confidentiality or applicable
               securities laws, Supplier will provide AT&T with notice at the
               earliest permissible time of Supplier's intention to make such a
               change of Control and facilitate AT&T's receipt of sufficient
               information about the Entity acquiring Control for AT&T to choose
               to exercise its termination rights described in SECTION 20.4(A).

          (c)  Any permitted assignee or successor in interest under this
               SECTION 20.4 shall agree in writing to be bound by the terms and
               conditions of this Agreement.

          (d)  Regardless of AT&T's consent or refusal to consent to an
               assignment under this SECTION 20.4, Supplier, or its successor in
               interest, shall continue to perform under the terms of the
               Agreement until such time as the Agreement terminates or expires.

     20.5 TERMINATION UPON AT&T MERGERS AND ACQUISITIONS

          In the event that, in a single transaction or series of transactions,
          AT&T acquires or is acquired by any other Entity (by stock sale, asset
          sale or otherwise) or merges with any other Entity, then, at any time
          within twelve (12) months after the last to occur of such events, AT&T
          may at its option terminate this Agreement by giving Supplier at least
          thirty (30) days' prior notice and designating a date upon which such
          termination shall be effective. Supplier shall be entitled to [**] in
          connection with a termination on this basis calculated in accordance
          with SCHEDULE M.

     20.6 TERMINATION UPON EXTRAORDINARY EVENT

          If, notwithstanding ninety (90) days of good faith negotiation by
          AT&T, AT&T and Supplier do not agree as contemplated by SECTION
          11.7(B), AT&T may at its option terminate this Agreement by giving
          Supplier at least ninety (90) days prior notice and designating a date
          upon which such termination shall be effective. Supplier shall be
          entitled to [**] upon termination pursuant to this SECTION 20.6.

     20.7 INSOLVENCY

          (a)  RIGHT TO TERMINATE. In the event that any Party (a) files for
               bankruptcy, (b) becomes or is declared insolvent, or is the
               subject of any proceedings related to its liquidation, insolvency
               or the appointment of a receiver or similar officer for it, (c)
               makes an assignment for the benefit of all or substantially all
               of its creditors or (d) enters into an agreement for the
               composition, extension, or readjustment of substantially all of
               its obligations, then the other Party may terminate this
               Agreement as of a date specified in a termination notice;
               provided,


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               however, that Supplier will not have the right to exercise such
               termination under this SECTION 20.7 so long as AT&T pays for the
               Services to be received hereunder in advance on a month-to-month
               basis. If any Party elects to terminate this Agreement due to the
               insolvency of the other Party, such termination will be deemed to
               be a termination for cause hereunder.

          (b)  SECTION 365(N). Notwithstanding any other provision of this
               Agreement to the contrary, in the event that Supplier becomes a
               debtor under the Bankruptcy Code and rejects this Agreement
               pursuant to Section 365 of the Bankruptcy Code (a "BANKRUPTCY
               REJECTION"), (i) any and all of the licensee and sublicensee
               rights of AT&T arising under or otherwise set forth in this
               Agreement, including the rights of AT&T referred to in SECTION
               14.7, shall be deemed fully retained by and vested in AT&T as
               protected intellectual property rights under Section 365(n)(1)(B)
               of the Bankruptcy Code and further shall be deemed to exist
               immediately before the commencement of the bankruptcy case in
               which Supplier is the debtor; (ii) AT&T shall have all of the
               rights afforded to non-debtor licensees and sublicensees under
               Section 365(n) of the Bankruptcy Code; and (iii) to the extent
               any rights of AT&T under this Agreement which arise after the
               termination or expiration of this Agreement are determined by a
               bankruptcy court to not be "intellectual property rights" for
               purposes of Section 365(n), all of such rights shall remain
               vested in and fully retained by AT&T after any Bankruptcy
               Rejection as though this Agreement were terminated or expired.
               AT&T shall under no circumstances be required to terminate this
               Agreement after a Bankruptcy Rejection in order to enjoy or
               acquire any of its rights under this Agreement, including any of
               the rights of AT&T referenced in SECTION 14.7.

          (c)  AT&T RIGHTS UPON SUPPLIER'S BANKRUPTCY. In the event of
               Supplier's bankruptcy or of the filing of any petition under the
               federal bankruptcy laws affecting the rights of Supplier which is
               not stayed or dismissed within thirty (30) days of filing, in
               addition to the other rights and remedies set forth herein, to
               the maximum extent permitted by Law, AT&T will have the immediate
               right to retain and take possession for safekeeping all AT&T
               Data, AT&T Proprietary Information, AT&T licensed Third Party
               Software, AT&T owned Equipment, AT&T owned Materials, AT&T owned
               Developed Materials, and all other Software, Equipment, Systems
               or Materials to which AT&T is or would be entitled during the
               term of this Agreement or upon the expiration or termination of
               this Agreement. Supplier shall cooperate fully with AT&T and
               assist AT&T in identifying and taking possession of the items
               listed in the preceding sentence. AT&T will have the right to
               hold such AT&T Data, Proprietary Information, Software,
               Equipment, Systems and Materials until such time as the trustee
               or receiver in bankruptcy or other appropriate court officer can
               provide adequate assurances and evidence to AT&T that they will
               be protected from sale, release, inspection, publication or
               inclusion in any publicly accessible record, document, material
               or filing. Supplier and AT&T agree that without this material


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               provision, AT&T would not have entered into this Agreement or
               provided any right to the possession or use of AT&T Data, AT&T
               Proprietary Information or AT&T Software covered by this
               Agreement.

          (d)  RIGHTS TO ASSUME IN BANKRUPTCY. In the event of commencement of
               bankruptcy proceedings by or against AT&T or an Eligible
               Recipient, such Entity or its trustee in bankruptcy shall be
               entitled to assume the licenses granted to such Entity under or
               pursuant to this Agreement and shall be entitled to retain all of
               such Entity's rights thereunder.

     20.8 PARTIAL TERMINATION

          (a)  TERMINATION BY SERVICE. Without limiting any other right of AT&T
               hereunder, if AT&T is entitled to terminate this Agreement or any
               Services, AT&T shall have the right to terminate this Agreement
               in whole or in part, with respect to one or more Services or with
               respect to the amount or volume of any Services, and in the event
               of any partial termination the Charges payable hereunder shall be
               equitably adjusted to reflect those terminated Services, amounts
               or volumes.

          (b)  TERMINATION OF SERVICES FOR MATERIAL BREACH. In determining
               whether AT&T is entitled to terminate one or more Service(s) for
               cause pursuant to SECTION 20.1(A), the materiality of a breach by
               Supplier shall be measured with respect only to those Service(s)
               to be terminated by AT&T.

     20.9 EQUITABLE REMEDIES

          Supplier acknowledges that, in the event it breaches (or attempts or
          threatens to breach) its obligation to provide Termination Assistance
          Services as provided in SECTION 4.3, its obligation respecting
          continued performance in accordance with SECTION 19.3, or its
          obligation to provide access to computers or files containing AT&T
          Data in accordance with SECTION 13.5, AT&T will be irreparably harmed.
          In such a circumstance, AT&T may proceed directly to court for
          purposes of obtaining equitable relief. If a court of competent
          jurisdiction should find that Supplier has breached (or attempted or
          threatened to breach) any such obligations, Supplier agrees that
          without any additional findings of irreparable injury or other
          conditions to injunctive relief, it shall not oppose the entry of an
          appropriate order compelling performance by Supplier and restraining
          it from any further breaches (or attempted or threatened breaches).

21.  GENERAL

     21.1 BINDING NATURE AND ASSIGNMENT

          (a)  BINDING NATURE. This Agreement will be binding on the Parties and
               their respective successors and permitted assigns.


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          (b)  ASSIGNMENT. Neither Party may, or will have the power to, assign
               this Agreement without the prior written consent of the other,
               except in the following circumstances:

               (i)  Either Party may assign its rights and obligations under
                    this Agreement, without the approval of the other Party, to
                    an Affiliate of the assigning Party that is based and
                    incorporated in the United States and that has the necessary
                    capability, standing, resources and solvency as reasonably
                    determined by the non-assigning Party to perform the
                    Agreement and which expressly assumes such Party's
                    obligations and responsibilities hereunder and is not a
                    direct competitor of the other Party; provided, that the
                    assigning Party shall remain fully liable for and shall not
                    be relieved from the full performance of all obligations
                    under this Agreement. Any Party assigning its rights or
                    obligations to an Affiliate in accordance with this
                    Agreement shall, within one (1) business day after such
                    assignment, provide notice thereof to the other Party
                    together with a copy of any relevant provisions of the
                    assignment document.

               (ii) Supplier may assign its rights and obligations under this
                    Agreement, only with the express written consent of AT&T, to
                    an Affiliate of Supplier that is not based and incorporated
                    in the United States and that has the necessary capability,
                    standing, resources, reputation, governance, authorization,
                    jurisdiction, location and solvency, as reasonably
                    determined by AT&T, to perform the Agreement and which
                    expressly assumes Supplier's obligations and
                    responsibilities hereunder and is not a direct competitor of
                    AT& T; provided, that Supplier shall remain fully liable for
                    and shall not be relieved from the full performance of all
                    obligations under this Agreement. In the event that Supplier
                    takes steps to assign its rights or obligations to an
                    Affiliate in accordance with this Agreement, Supplier shall
                    provide notice thereof to AT&T together with a copy of any
                    relevant provisions of the assignment document and the
                    relevant consent request. To the extent that the Affiliate
                    of Supplier to which assignment is proposed meets the
                    standards described above, as reasonably determined and
                    evaluated in good faith by AT&T, which shall be entitled to
                    take into account jurisdiction of the proposed assignee,
                    including enforceability of rights and obligations, legal
                    status of the proposed assignee, regulatory, enforcement and
                    legal climate of the jurisdiction and other reasonable
                    factors relevant to the provision of services to AT&T by a
                    foreign entity, AT&T shall not unreasonably withhold such
                    consent.


                                     Page 99

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               (iii) AT&T may assign its rights and obligations under this
                    Agreement to an Entity acquiring, directly or indirectly,
                    Control of AT&T, an Entity into which AT&T is merged, or an
                    Entity acquiring all or substantially all of AT&T's assets,
                    without the approval of Supplier. The acquirer or surviving
                    Entity shall agree in writing to be bound by the terms and
                    conditions of this Agreement.

               (iv) Notwithstanding the foregoing, AT&T shall have the right to
                    terminate this Agreement for cause in accordance with
                    SECTION 20.1(A) if Supplier makes any such assignment under
                    this Agreement within one (1) year of the Effective Date.

               (v)  Nothing in this SECTION 21.1(B), limits AT&T's termination
                    rights pursuant to SECTION 20.4.

          (c)  IMPERMISSIBLE ASSIGNMENT. Any attempted assignment that does not
               comply with the terms of this SECTION 21.1 shall be null and
               void.

     21.2 ENTIRE AGREEMENT; AMENDMENT

          This Agreement, including any Schedules and Exhibits referred to
          herein and attached hereto, each of which is incorporated herein for
          all purposes, constitutes the entire agreement between the Parties
          with respect to the subject matter hereof. There are no agreements,
          representations, warranties, promises, covenants, commitments or
          undertakings other than those expressly set forth herein. This
          Agreement supersedes all prior agreements, representations,
          warranties, promises, covenants, commitments or undertaking, whether
          written or oral, with respect to the subject matter contained in this
          Agreement. No amendment, modification, change, waiver or discharge
          hereof shall be valid unless in writing and signed by an authorized
          representative of the Party against which such amendment,
          modification, change, waiver or discharge is sought to be enforced.

     21.3 NOTICES

          (a)  Any notice, notification, request, demand or determination
               provided by a Party pursuant to SECTION 4.3 Termination
               Assistance Services, SECTION 6.10 Notice of Default, SECTION 7.6
               Notice of Default, SECTION 11.7(B) [**], SECTION 13.4(D) Loss of
               Proprietary Information, SECTION 17.5 Indemnification Procedures,
               SECTION 18.2(C) Force Majeure, SECTION 19.1 Informal Dispute
               Resolution, SECTION 20 Termination and SECTION 21.1 Binding
               Nature and Assignment shall be in writing and shall be delivered
               in hard copy using one of the following methods: and shall be
               deemed delivered upon receipt: (i) by hand, (ii) by an express
               courier with a reliable system for tracking delivery, or (iii) by
               registered


                                    Page 100

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

               or certified mail, return receipt requested, postage prepaid.
               Unless otherwise agreed, the forgoing notices shall be delivered
               as follows:

                    In the case of AT&T:
                    AT&T Services, Inc.
                    Attention: Senior Contract Manager
                    1010 Pine Street
                    St. Louis, MO 63101

                    With a copy to:
                    AT&T Services, Inc.
                    Attention: General Attorney and Assistant General Counsel
                    Room 4-B-80
                    175 East Houston Street
                    San Antonio, TX 78205

                    In the case of Supplier:
                    Amdocs, Inc.
                    Attention: Division President
                    1390 Timberlake Manor Parkway
                    Chesterfield, MO 63017

                    With a copy to:
                    Amdocs, Inc.
                    Attention: Office of General Counsel
                    Harborside Financial Center
                    Plaza 5, Suite 2700
                    Jersey City, NJ 07311

          (b)  All notices, notifications, requests, demands or determinations
               required or provided pursuant to this Agreement, other than those
               specified in SECTION 21.3(A), may be sent in hard copy in the
               manner specified in SECTION 21.2(A), or by e-mail transmission
               (where receipt is acknowledged by the recipient) or facsimile
               transmission (with acknowledgment of receipt from the recipient's
               facsimile machine) to the addresses set forth below:

                    In the case of AT&T:
                    AT&T Services, Inc.
                    Attention: Senior Contract Manager
                    1010 Pine Street
                    St. Louis, MO 63101

                    In the case of Supplier:


                                    Page 101

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

                    Amdocs, Inc.
                    Attention: Division President
                    1390 Timberlake Manor Parkway
                    Chesterfield, MO 63017

          (c)  A Party may from time to time change its address or designee for
               notification purposes by giving the other prior notice of the new
               address or designee and the date upon which it shall become
               effective.

     21.4 COUNTERPARTS

          This Agreement may be executed in several counterparts, all of which
          taken together shall constitute one single agreement between the
          Parties hereto.

     21.5 HEADINGS

          The article and section headings and the table of contents used herein
          are for reference and convenience only and shall not be considered in
          the interpretation of this Agreement.

     21.6 RELATIONSHIP OF PARTIES

          Supplier, in furnishing services to AT&T hereunder, is acting as an
          independent contractor, and Supplier has the sole obligation to
          supervise, manage, contract, direct, procure, perform or cause to be
          performed, all work to be performed by Supplier under this Agreement.
          Supplier is not an agent of AT&T and has no right, power or authority,
          expressly or impliedly, to represent or bind AT&T as to any matters,
          except as expressly authorized in this Agreement.

     21.7 SEVERABILITY

          In the event that any provision of this Agreement conflicts with the
          law under which this Agreement is to be construed or if any such
          provision is held invalid or unenforceable by a court with
          jurisdiction over the Parties, such provision shall be deemed to be
          restated to reflect as nearly as possible the original intentions of
          the Parties in accordance with applicable law. The remaining
          provisions of this Agreement and the application of the challenged
          provision to persons or circumstances other than those as to which it
          is invalid or unenforceable shall not be affected thereby, and each
          such provision shall be valid and enforceable to the full extent
          permitted by law.

     21.8 CONSENTS AND APPROVAL

          Except where expressly provided as being at the sole discretion of a
          Party, where agreement, approval, acceptance, consent, confirmation,
          notice or similar action by either Party is required under this
          Agreement, such action shall not be unreasonably delayed or withheld.
          An approval or consent given by a Party under this Agreement shall not
          relieve


                                    Page 102

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          the other Party from responsibility for complying with the
          requirements of this Agreement, nor shall it be construed as a waiver
          of any rights under this Agreement, except as and to the extent
          otherwise expressly provided in such approval or consent.

     21.9 WAIVER OF DEFAULT; CUMULATIVE REMEDIES

          (a)  WAIVER OF DEFAULT. A delay or omission by either Party hereto to
               exercise any right or power under this Agreement shall not be
               construed to be a waiver thereof. A waiver by either of the
               Parties hereto of any of the covenants to be performed by the
               other or any breach thereof shall not be construed to be a waiver
               of any succeeding breach thereof or of any other covenant herein
               contained. All waivers must be in writing and signed by the Party
               waiving its rights.

          (b)  CUMULATIVE REMEDIES. All remedies provided for in this Agreement
               shall be cumulative and in addition to and not in lieu of any
               other remedies available to either Party at law, in equity or
               otherwise.

     21.10 SURVIVAL

          Any provision of this Agreement which contemplates performance or
          observance subsequent to any termination or expiration of this
          Agreement shall survive any termination or expiration of this
          Agreement and continue in full force and effect. Additionally, all
          provisions of this Agreement will survive the expiration or
          termination of this Agreement to the fullest extent necessary to give
          the Parties the full benefit of the bargain expressed herein.

     21.11 PUBLICITY

          Neither Party shall use the other Party's or its Affiliates' names or
          any language, pictures, trademarks, service marks or symbols which
          could, in the other Party's judgment, imply such Party's or its
          Affiliates' identity or endorsement by the other Party, its Affiliates
          or any of its employees in any (i) written, electronic or oral
          advertising or presentation or (ii) brochure, newsletter, book,
          electronic database or other written matter of whatever nature,
          without AT&T's prior written consent (which hereafter shall be
          collectively referred to as "PUBLICITY MATTERS"). Each Party shall
          submit to the other Party for written approval, prior to publication,
          all Publicity Matters that mention or display a Party'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.

     21.12 THIRD-PARTY BENEFICIARIES

          Except as expressly provided herein, this Agreement is entered into
          solely between, and may be enforced only by, AT&T and Supplier. This
          Agreement shall not be deemed to


                                    Page 103

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

          create any rights or causes of action in or on behalf of any third
          parties, including employees, suppliers and customers of a Party, or
          to create any obligations of a Party to any such third parties.

     21.13 ORDER OF PRECEDENCE

          In the event of a conflict, this Agreement shall take precedence over
          the Schedules attached hereto, and the Schedules shall take precedence
          over any attached Exhibits.
     21.14 [**]

          (a)  [**]. Except with respect to AT&T Personnel, during the term of
               this Agreement and for a period of [**] months thereafter,
               Supplier will [**]. Except as expressly set forth in this
               Agreement in connection with [**], during the term of this
               Agreement and for a period of [**] months thereafter, AT&T will
               [**] under this Agreement [**]. In each case, [**] months after
               the [**] under this Agreement. This provision shall [**].

          (b)  [**] this SECTION 21.14, [**].

     21.15 FURTHER ASSURANCES

          Each Party covenants and agrees that, subsequent to the execution and
          delivery of this Agreement and without any additional consideration,
          each Party shall execute and deliver any further legal instruments and
          perform any acts that are or may become necessary to effectuate the
          purposes of this Agreement.

     21.16 LIENS

          Supplier will not file, or by its action or inaction permit, any
          mechanics or materialman's liens to be filed on or against property or
          realty of AT&T or any Eligible Recipient. In the event that any such
          Liens arise as a result of Supplier's action or inaction, Supplier
          will obtain a bond to fully satisfy such liens or otherwise remove
          such liens at its sole cost and expense within ten (10) business days.

     21.17 COVENANT OF GOOD FAITH

          Each Party agrees that, in its respective dealings with the other
          Party under or in connection with this Agreement, it shall act in good
          faith.

     21.18 RESERVATION OF LICENSES AND RIGHTS

          Licenses, rights and interests granted under this Agreement shall be
          interpreted to include only those rights expressly granted under this
          Agreement and licenses, rights and interests not expressly granted
          under this Agreement are reserved.


                                    Page 104

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

     21.19 ACKNOWLEDGMENT

          The Parties each acknowledge that the terms and conditions of this
          Agreement have been the subject of active and complete negotiations,
          and that such terms and conditions should not be construed in favor of
          or against any Party by reason of the extent to which any Party or its
          professional advisors participated in the preparation of this
          Agreement.

                            [Signature Page Follows]


                                    Page 105

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the Effective Date.

AMDOCS, INC.                            AT&T SERVICES, INC.


By: /s/ Thomas C. Drury                 By: /s/ Keith Connolly
    ---------------------------------       ------------------------------------
Name:   Thomas C. Drury                 Name:   Keith Connolly
        -----------------------------          ---------------------------------
Title:  President - Amdocs, Inc.        Title:  Vice President
                                                - Global Strategic Sourcing
        -----------------------------          ---------------------------------
Date:   3/21/07                         Date:  3/21/07
        -----------------------------          ---------------------------------


                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.
<PAGE>


                                                Agreement Number: 20070319.002.C
                                                                      Schedule A
                                                                        Software

<TABLE>
<CAPTION>
                                                            Software
                                                              [**]
                               Note: See Schedule E for a comprehensive list of Third Party Software.
- ---------------------------------------------------------------------------------------------------------------------------------
                                         BATCH -B
                                        ONLINE - O
                 MOTS                     BATCH &                                           TECHNOLOGY:  TECHNOLOGY:
APPLICATION  APPLICATION     BRIEF     ONLINE - B-O                            TECHNOLOGY:    PRODUCT      PRODUCT    TECHNOLOGY:
   NAME        ACRONYM    DESCRIPTION  REALTIME - R  TECHNOLOGY  TIER  STATUS     CLASS        NAME        VERSION       VENDOR
- -----------  -----------  -----------  ------------  ----------  ----  ------  -----------  -----------  -----------  -----------
<S>          <C>          <C>          <C>           <C>         <C>   <C>     <C>          <C>          <C>          <C>
[**]            [**]         [**]          [**]         [**]     [**]   [**]       [**]         [**]         [**]         [**]
</TABLE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.

Asterisks denote omissions. [**]

A total of 16 pages have been omitted.


                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use only by authorized employees of
              AT & T, Amdocs, Inc. and their authorized Affiliates.


                                                                          Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                        Schedule B - Designated Amdocs Personnel

                          DESIGNATED SUPPLIER PERSONNEL

<TABLE>
<CAPTION>
NAME   NAME AND DESCRIPTION OF POSITION   LOCATION   COMMITTED PERIOD
- ----   --------------------------------   --------   ----------------
<S>    <C>                                <C>        <C>

                                                           [**]
                                                           [**]
</TABLE>

AT&T WILL PROVIDE A LIST OF THE DESIGNATED SUPPLIER PERSONNEL DURING THE
TRANSITION PERIOD.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                    Agreement No. 20070319.002.C
                                              Schedule C - Third Party Contracts

SCHEDULE C - THIRD PARTY CONTRACTS

Intentionally blank.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                      Schedule C.1 - Subcontractors Requirements

SCHEDULE C.1 - SUBCONTRACTORS REQUIREMENTS

1.   The following requirements are in addition to the obligations of Amdocs,
     Amdocs' Personnel and Subcontractors described in the Agreement. As more
     fully described in the Agreement, Amdocs, Amdocs Personnel and any
     Subcontractors shall at all times comply with all provisions of the
     Agreement and Amdocs will be fully responsible and liable for all acts,
     omissions and Services performed by any of Amdocs Personnel, including any
     Subcontractor, subject to the provisions of Section 10.2 of the Agreement.

2.   Neither Amdocs nor any Subcontractors shall deny, alter or attempt to alter
     any of Tek Systems rights under pre-existing agreements with AT&T.

3.   Any future Subcontractors engaged by Amdocs shall be required to be in
     compliance with Law in accordance with SECTION 15.10 of the Agreement.

4.   During the performance of Services, Amdocs and the Subcontractors shall
     adhere to AT&T Rules and AT&T work rules and policies, including but not
     limited to those specified in the AT&T Code of Business Conduct.

5.   If any part of Amdocs' Services are dependent upon services performed by
     Subcontractors or any parties other than Amdocs Personnel, Amdocs shall
     inspect and promptly report to AT&T any defect that renders such other work
     unsuitable for Amdocs' proper performance, provided that such report shall
     not alter Amdocs' obligation to perform the Services in accordance with the
     Agreement. No Services shall be performed by any Subcontractor, company,
     individual or any other Entity that does not satisfy the requirements of
     SECTION 15.10(I) of the Agreement, other applicable Law or export control
     regulations. If a Subcontractor is to perform Services outside of the US
     Amdocs will perform at its own expense all necessary export control
     verification required under the Agreement and as otherwise reasonably
     necessary to verify compliance with all applicable Law, including export
     control regulations.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>


                                                Agreement Number: 20070319.002.C
                                                   Schedule C.2 - Subcontractors

<TABLE>
<CAPTION>
                            ENTITY IS A                              LOCATION AT WHICH
                       WHOLLY-OWNED SUBSIDIARY   JURISDICTION OF   ENTITY IS TO PERFORM
LEGAL NAME OF ENTITY      OF AMDOCS LTD? (*)      INCORPORATION          SERVICES         SERVICES TO BE PERFORMED
- --------------------   -----------------------   ---------------   --------------------   ------------------------
<S>                    <C>                       <C>               <C>                    <C>
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
[**]                            [**]                   [**]                [**]                     [**]
</TABLE>

(*)  Directly or indirectly

                      RESTRICTED - PROPRIETARY INFORMATION

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                  Schedule D - Statement of Work

                                STATEMENT OF WORK

The following Schedule D documents provide the Statement of Work for the
Services covered under the Agreement, along with the Governance structure and
Policy and Procedures to oversee the Agreement:

Part 1:   Operations and [**] Services

Part 2:   Reserved

Part 3:   Reserved

Part 4:   Governance

Part 5:   Policy and Procedures Manual Content

Part 6:   Reserved

D.1:      Financial and Operational Matrix

D.2:      Reserved

D.3:      AT&T Rules

D.4:      AT&T Sites

                      RESTRICTED - PROPRIETARY INFORMATION

  This information is for use by authorized employees of AT&T, Amdocs and their
 Affiliated Companies only, and is not for distribution within or outside those
                     companies except by written agreement.
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

                               SCHEDULE D (PART 1)

                      OPERATIONS AND [**] SUPPORT SERVICES

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
6.0 Methodologies, Standards and Architecture .............................    5
7.0 Productivity ..........................................................    6
   8.0 THIRD PARTY SOFTWARE SUPPORT .......................................    6
9.0 SUPPORTING PERFORMANCE CONDITIONS .....................................    6
Amdocs' work effort expended against activities in this section will be
   considered Operations and [**] Support Services ........................    6
9.1 resources .............................................................    6
10.0 Error Correction and Problem Management ..............................    7
Amdocs' work effort expended against activities in this section will be
   considered Operations and [**] Support Services ........................    7
10.1 Error Correction .....................................................    7
      10.2 Problem Management .............................................    8
      10.3 Problem Management Communication and Notification ..............   10
      10.4 Problem Management Escalation ..................................   10
   11.0 PREVENTIVE MAINTENANCE ............................................   11
Amdocs' work effort expended against activities in this section will be
   considered Operations and [**] Support Services ........................   11
12.0 DISASTER RECOVERY Amdocs' work effort expended against activities in
   this section will be considered Operations and [**] Support Services ...   11
13.0 Changes in Law .......................................................   12
Amdocs' work effort expended against activities in this section will be
   considered Operations and [**] Support Services ........................   12
   14.0 REGULATORY, LEGAL AND ACCOUNTING SUPPORT ..........................   13
Amdocs' work effort expended against activities in this section will be
   considered Operations and [**] Support Services ........................   13
   15.0 PRODUCTION CONTROL AND SCHEDULING .................................   13
Amdocs' work effort expended against activities in this section will be
   considered Operations and [**] Support Services ........................   13
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

<TABLE>
<S>                                                                           <C>
1. Support the 24 x 7, production-processing schedule as required by
   AT&T ...................................................................   13
2. Update access and operational tables contained within Application
   Software where applicable ..............................................   13
3. Coordinate with production staff for scheduling ........................   13
16.0 OPERATIONS AND [**] SUPPORT ..........................................   13
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       ii

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

                      OPERATIONS AND [**] SUPPORT SERVICES

1.0  INTRODUCTION

As of the Commencement Date, Amdocs will provide Operations and [**] Support
Services described in the Agreement and this Schedule. Amdocs will provide
Operations and [**] Support Services for all of the Application Software related
to the Services as described in SCHEDULE A to the Agreement.

Both Parties agree that the Application Software in the AT&T portfolio will
change over time, including changes to existing Application Software, retirement
of existing Application Software, development and implementation of new
Application Software and the integration of Third Party Software and tools.
Change to the Services resulting from such Software Changes will be addressed
through the Change Management Process.

Definitions:

     1.   "OPERATIONS AND [**] SUPPORT SERVICES" includes specific Services,
          activities, functions and responsibilities required to provide ongoing
          operations and [**] support services that are further outlined in the
          Agreement, including SCHEDULE D, and activities which will also meet
          Service Level objectives as defined in SCHEDULE F to the Agreement.
          The work effort expended on Operations and [**] Support Services type
          activities, as outlined in the Agreement and SCHEDULE D, PARTS 1 AND
          2, is included in the scope of (i) the Agreement and (ii) the Monthly
          Base Charge set forth in Schedule I, subject to the provisions of
          Schedule V - Change Management Procedures. Examples of such Services
          include, without limitation, Ad Hoc services, and Project Services and
          other similar type work activities and [**] Support type work efforts
          deemed as Business as Usual ("BAU").

          For greater certainty, in the event of the decommissioning of a
          Telegence module, one time activities that are [**] BAU activities
          will be provided by Supplier at no additional charge as part of the
          Services.

     2.   "AD HOC" are on-demand services that may include one-time reports,
          extracts and updates, supporting AT&T's regulatory requirements and
          other updates such as production data corrections are included in the
          scope of (i) the Agreement and (ii) the Monthly Base Charge set forth
          in Schedule I, subject to the provisions of Schedule V - Change
          Management Procedures.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     3.   "PROJECT" is a discrete unit of non-recurring work initiated by the
          AT&T's Operations Management Office in response to End Users' "Work
          Requests". Projects may include or be included in [**].

2.0  DOCUMENTATION

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to documentation, Amdocs will:

     1.   Develop and maintain all documentation relating to the Services
          (excluding application software documentation provided by application
          development teams under separate agreements or arrangements). [**].
          Current level of documentation will be maintained for all Services
          covered by this Agreement.

     2.   Provide [**] support, advice and assistance consistent with current
          documentation.

     3.   Identify and document runtime improvements.

     4.   Create and update documentation relating to Sarbanes-Oxley requests or
          requirements.

3.0  USER SUPPORT

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to User support, Amdocs will:

     1.   Provide Application Software defect management support, which will
          include investigating and resolving problems; providing technical
          support and advice; supporting Application Software installations; and
          answering user queries.

     2.   Identify and report to AT&T opportunities that may increase End User
          satisfaction and decrease problems/trouble reports.

     3.   [**].

     6.   Provide services being performed by AT&T personnel prior to the
          Effective Date in support of the applicable AT&T software life cycle
          methodologies.

     7.   Provide support for inquiries from AT&T Affiliate companies or
          approved AT&T vendors with approval from AT&T.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

4.0  LONG-RANGE IT PLAN SUPPORT

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to long range planning, Amdocs will:

     1.   Upon AT&T's request, participating in AT&T's business planning
          meetings to review business plans and recommend appropriate projects
          to support plan execution.

     2.   Assist in the preparation of proposals and plans for Projects as
          requested by AT&T, or as appropriate based on providing the Services.

     3.   Assist in projecting future volume, technology, and geographic changes
          that could impact AT&T's Systems and technical architecture.

     4.   Identify candidates and requirements for the deployment of new
          technology or automation of tasks associated with the Services and/or
          AT&T business processes.

     5.   Proactively submit proposals regarding new technology and automation
          to AT&T for its review and approval.

     6.   Proactively automate manual tasks associated with the Services as
          opportunities present themselves to drive efficiencies and in support
          of service commitments.

     7.   Support AT&T in the discussion and presentation of potential new
          technology product and service offerings to the AT&T Governance Team.

     8.   [**].

     9.   Proactively identify strategies and approaches for future IT delivery
          that Amdocs believes will provide AT&T with competitive advantages and
          may result in increased efficiency, performance, or cost savings.

     10.  Help AT&T to identify the Projects to be performed and defining
          high-level schedules and cost benefit analysis.

     11.  Maintain appropriate levels of industry knowledge in AT&T's business
          in order to provide support and recommendation of Projects. [**].

     12.  Provide input regarding the Equipment and Software architecture and
          standards, and participate in continuously keeping AT&T's technical
          architecture current.

     13.  [**].

5.0  HELP DESK SUPPORT

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

Support levels are defined as follows:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     "Level 1 Support" personnel provide the entry point for inquiries or
     problem reports from End Users. If Level 1 Support personnel cannot resolve
     the inquiry or problem, the inquiry or problem is directed to the Level 2
     Support for resolution.

     "Level 2 Support" serves as a consolidation point for inquiries and
     problems between Level 1 Support and Level 3 Support. If Level 2 Support
     personnel cannot resolve the inquiry or problem, the inquiry or problem is
     directed to the Level 3 Support for resolution.

     "Level 3 Support" is the performance of activities necessary to respond to
     and resolve inquiries or reported problems that can not be resolved by
     Level 1 Support or Level 2 Support. Inquiries or problems are usually
     reported by a Level 1 Support or Level 2 Support, but may be initiated
     directly by End Users or third party service providers. If Level 3 Support
     personnel cannot resolve the inquiry or problem, the inquiry or problem is
     directed to the appropriate Application Software maintenance provider for
     resolution.

5.1  LEVEL 3 SUPPORT

Prior to Commencement date, AT&T provided Level 3 support and interfaced with
external Help Desks, providing Level 2 assistance. After the Commencement Date,
Amdocs shall provide such services, as follows:

     1.   [**].

     2.   [**].

     3.   Advise the Level 1 Support or Level 2 Support of the estimated time
          required to resolve the problem after being notified. This resolution
          time will be consistent with AT&T's required problem resolution
          guidelines defined in SCHEDULE F, ATTACHMENT B.

     4.   Provide support, advice and assistance to End Users referred by Level
          1 Support or Level 2 Support in a manner consistent with AT&T's
          practices for the Application Software prior to the Commencement Date
          and non-programming activities in direct support of End Users.

     5.   Provide status updates during problem resolution as defined in AT&T's
          problem resolution standards via the AT&T problem management system.

     6.   [**].

     7.   [**].

5.2  LEVEL 3 PROBLEM SUPPORT

With respect to problem support, Amdocs will:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        4

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     1.   Advise Level 1 Support or Level 2 Support as to the estimated time
          Amdocs requires to respond to problems or inquiries within the
          resolution guidelines in SCHEDULE F, ATTACHMENT B.

     2.   Repair data, as may be necessary for any problem or defect.

     3.   Devise short-term workarounds to contain the problem's impact.

     4.   [**].

     5.   [**].

     6    Provide Root Cause Analysis. Provide preventive action to AT&T if Root
          Cause Analysis shows that root cause of problem is Services related.]

     7.   Work and cooperate with other third party suppliers, as necessary, to
          resolve problems.

     8.   Work and cooperate with interfacing application software owners, as
          necessary, to resolve problems.

6.0  METHODOLOGIES, STANDARDS AND ARCHITECTURE

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

Amdocs will:

     1.   Utilize AT&T's approved project management methodologies, tools and
          practices.

     2.   Ensure procedures are in compliance with AT&T's life-cycle and quality
          initiative approaches and such other processes as AT&T may implement
          in the future.

     3.   Assist AT&T in preparing documentation in support of AT&T's software
          life-cycle methodologies.

     4.   Coordinate implementation of methods, processes and procedures.

     5.   Conform to and ensure compliance with AT&T technical architecture and
          product standards procedures as set forth in ATT.TSS.COM and the
          Policy and Procedures Manual.

     6.   Understand, evaluate and advise AT&T of the impact of standards on
          Third Party Contracts.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        5

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

7.0  PRODUCTIVITY

Amdocs' work effort expended for this activity will be considered Operations and
[**] Support Services.

Amdocs will measure and report baseline and expected productivity improvements
in accordance with SCHEDULES F and Q of the Agreement.

8.0  THIRD PARTY SOFTWARE SUPPORT

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to Third Party Software Support, Amdocs will:

     1.   Provide Third Party Software developers with infrastructure
          requirements and AT&T guidelines for support, standards and
          methodology.

     2.   Conduct quality assurance reviews of Third Party Software for
          compliance with AT&T technical architecture and product standards
          procedures as set forth at ATT.TSS.COM and in the Policy and Procedure
          Manual.

     3.   Assist Third Party Software developers with interface testing.

     4.   Provide Third Party Software developers with integration standards and
          guidelines for implementation.

     5.   Configure Third Party Software for use in conjunction with the
          Application Software.

     6.   Accept Third Party Software for which Amdocs has financial and
          operational responsibility in accordance with AT&T's requirements for
          production sign-off, deficiency report and acceptance for maintenance.

9.0  SUPPORTING PERFORMANCE CONDITIONS

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

9.1  RESOURCES

With respect to Operations and [**] Support Services resources, Amdocs will:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        6

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     1.   Commit to AT&T that the Operations and [**] Support Services resources
          will be productive and well trained, and will meet the delivery time
          lines and service level commitments in support of the AT&T Application
          Software, as such Application Software may be changed, supplemented or
          replaced during the Term.

     2.   [**].

     4.   Prepare monthly reports detailing Operations and [**] Support Services
          work efforts in accordance with SCHEDULE Q of the Agreement.

10.0 ERROR CORRECTION AND PROBLEM MANAGEMENT

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

10.1 ERROR CORRECTION

          With respect to error correction, Amdocs will:

     1.   Resolve all Application Software maintenance problems that require
          database or operational modifications as a result of error correction.

     2.   Be responsible for Application Software and Third Party Software by:

     2.1  Triage problems as software, hardware and database problems.

     2.2  Notifying the applicable support team.

     2.3  Coordinating with the applicable support team the corrections to be
          made.

     2.5  Validating the corrections.

     3.   Report problems in accordance with AT&T's problem management process.

     4.   Perform Root Cause Analysis for problems defined as "Critical" and
          "High", and provide the analysis to AT&T personnel.

     5.   Update operations documentation as necessary.

     6.   Participate in Application Software-related problems (e.g. recurring
          "Critical" 1 issues, outages, database corruption, malicious code or
          incursion, other major Application Software-related problems)
          management and resolution, as directed by AT&T (i.e., notify AT&T of
          problems if aware, monitor, escalate, resolve, etc.).

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        7

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     7.   Participate in post-mortem reviews for error corrections.

     8.   Provide emergency support in order to:

     8.1  Prevent production abnormal program terminations.

     8.2  Correct errors or invalid data.

     8.3  Rectify problems that occur with the Applications Software and
          databases in order to restore production operations to AT&T.

     9.   Work closely with appropriate AT&T personnel to ensure appropriate
          progress reporting and effective production problem resolution.

     10.  Perform error correction activities based on the severity of the
          problem as indicated below:

     10.1 [**].

     10.2 [**].

10.2 PROBLEM MANAGEMENT

With respect to Problem Management process and procedure, Amdocs will:

     1.   Track and manage all problems and requests arising in the Services
          using AT&T-approved problem management tools.

     2.   Resolve problems and requests arising from or related to the Services,
          including making any changes necessary to provide the Services and
          meeting all required Service Levels in accordance with Change
          Management Procedures, provided that in an emergency, Amdocs may,
          notwithstanding such Procedures, make emergency changes in accordance
          with Section 9.6 (e) of the Agreement so long as Amdocs has made all
          reasonable efforts to comply with such Procedures and documents and
          promptly reports to AT&T the emergency changes.

     3.   Elimination or quick resolution of problems and requests; maintain
          clear accountability; meet End User expectations; and meet specified
          Service Levels.

     4.   Perform proactive and reactive troubleshooting to effectively identify
          and resolve problems and requests.

     5.   Employ procedures for proactive monitoring, logging, tracking,
          escalation, review, and reporting, both historical and predictive, for
          all problems and requests.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        8

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     6.   Comply with AT&T's defect management process that facilitates
          effective coordination across functions, locations, regions, and other
          vendors providing services to AT&T consistent with the AT&T IT quality
          policies as set forth or referenced in the Policy and Procedures
          Manual.

     7.   Implement a process that establishes end-to-end responsibility and
          ownership of each problem and request to a single Amdocs support
          person, thus minimizing redundant contacts with AT&T. Ownership of the
          problem or request will be driven by the End User's needs and will
          minimize transfers to multiple parties.

     8.   Categorize and document the relative importance of each problem and
          request according to Severity.

     9.   Monitor, control and manage each problem and request arising from or
          relating to the Services until it is corrected or resolved, and an End
          User confirms such resolution and completeness via access to the AT&T
          problem management system.

     10.  To the extent a problem or request does not arise from or relate to
          the Services, quickly refer such problem or request to the appropriate
          entity for resolution, including remaining responsible for the status
          of that problem or request until it is corrected or resolved and AT&T
          confirms such resolution and completeness.

     11.  Engage and manage third party vendors as necessary to localize and
          resolve problems and requests associated with the Services.

     12.  Coordinate production related problem and request tracking efforts and
          notification through the AT&T problem management systems (as of the
          Effective Date, Clarify, Remedy, Webtrax and Jacktrack) and third
          party vendors; and maintain regular communications between all parties
          until resolution.

     13.  Continuously perform trend analyses on the volume and nature of
          problems and requests in order to identify areas for improvement.
          Report the trend analyses and recommended improvements to AT&T.
          Provide defect metrics as defined and requested by AT&T.

     14.  Implement measures to avoid unnecessary reoccurrence of problems and
          requests.

     15.  Perform Root Cause Analysis and event correlation for issues related
          to the Application Software and the Operations and [**] Support
          Services; identifying and documenting preventive measures; and making
          recommendations to fix root causes..

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        9

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

10.3 PROBLEM MANAGEMENT COMMUNICATION AND NOTIFICATION

With respect to Problem Management communication and notification, Amdocs will:

     1.   Maintain communications and provide reports to AT&T and third party
          vendors from the time a problem or request is identified, through
          resolution and, as necessary, through any follow-up communication and
          work required post-resolution.

     2.   Provide prompt notification to AT&T of System outages on critical
          Systems, and otherwise provide AT&T with regular and timely progress
          updates that clearly indicate the nature of the problem or request,
          the estimated time to completion, and potential short-term
          alternatives.

     3.   Communicate the status of "Critical" and "High" problems or requests
          on at least a daily basis, or more frequently, as requested by AT&T.

     4.   Track and report any backlog of unresolved "Critical" and "High"
          defects or requests on at least a daily basis, or more frequently, as
          requested by AT&T.

     5.   If Amdocs believes a problem or request cannot be resolved,
          communicate the nature of the problem or request to the appropriate
          level within AT&T as directed by AT&T, communicating the reasons why
          Amdocs believes the problem or request cannot be resolved, and
          obtaining AT&T approval before closing the problem or request.

     6.   In the event there is a recurring problem or request, at AT&T's
          request, conduct meetings to address the Amdocs' resolution
          activities.

     7.   Provide exception reports using formats and media as directed by AT&T.

     8.   Provide AT&T with regular, and ad hoc, electronic reports on problems
          and request including: statistics on total numbers of problems and
          requests, outstanding problems and requests, resolution time, chronic
          outages, performance, and trend analysis.

10.4 PROBLEM MANAGEMENT ESCALATION

With respect to Problem Management escalation, Amdocs will:

     1.   Escalate unresolved problems and requests according to procedures
          approved by AT&T, and automatically prioritize high-impact problems
          and requests such that, if such problems and requests occur, they are
          treated with the highest priority.

     2.   Use escalation procedures reflecting and describing:

     2.1. Severity of the problem or request.

     2.2  Location of the problem or request and the names and numbers of
          affected End Users.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       10

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     2.3  Elapsed time before a problem or request is escalated to the next
          higher Severity.

     2.4  Levels of involvement and notification of Amdocs management and AT&T
          management at each Severity.

11.0 PREVENTIVE MAINTENANCE

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to preventive maintenance, Amdocs will:

     1.   Recommend improvements with respect to the efficiency and reliability
          of programs and to minimize ongoing maintenance requirements.

     2.   Assess and report to AT&T opportunities to reduce or avoid costs
          associated with Systems support and operations, regardless of
          platform.

     3.   Recommend any preventive maintenance for AT&T's approval that will
          decrease AT&T's costs.

     4.   Ensure that standards are approved by AT&T and are followed during the
          installation of Application Software.

     5.   Respond to alarms and events.

12.0 DISASTER RECOVERY

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to disaster recovery, Amdocs will:

     1.   RECOVERY OF SUPPLIER FACILITIES. Supplier shall prepare and maintain,
          and upon a disaster at any Supplier Facility, implement a disaster
          recovery and business continuity plan for such Supplier Facility that
          is consistent with industry standards. Such plan shall appropriately
          relate to and integrate with AT&T's disaster recovery and business
          continuity plan for recovery of the Services. Supplier shall (i)
          submit each such plan to AT&T for its review and comments, and (ii)
          from time to time provide to AT&T a copy of each updated plan.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       11

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     2.   RECOVERY OF THE APPLICATION SOFTWARE. AT&T shall provide Supplier with
          a copy of its disaster recovery and business continuity plan for
          AT&T's recovery of the Application Software. After reviewing such plan
          (and discussing it, as necessary, with AT&T), Supplier will develop
          its own procedures to integrate with and support disaster recovery of
          the Application Software and related infrastructure. Supplier shall
          submit such plan to AT&T for review and for AT&T's reasonable
          approval. Such plan may include transfer of Supplier Personnel to
          appropriate sites, as designated by the AT&T recovery plan. Other
          specific Supplier responsibilities consist of the following (as may be
          further described in the Policy and Procedures Manual):

          a.   Support revision, as may be required by AT&T, of AT&T's disaster
               recovery plans for the Application Software and related
               infrastructure.

          b.   Support AT&T's disaster recovery plan as Changes are implemented
               or AT&T's business needs change.

          c.   Participate in AT&T's disaster-recovery related testing,
               including testing of the Application Software and related
               infrastructure, and reporting on the results of such testing.

          d.   Participate in implementation of the disaster recovery plan upon
               the declaration of a disaster.

13.0 CHANGES IN LAW

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to changes in Law applicable to AT&T and/or any Eligible Recipient,
Amdocs will:

     1.   Perform Operations and [**] Support Services as required by changes in
          Law.

     2.   Recommend and perform Operations and [**] Support Services
          modifications to maintain compliance with Laws as changed.

     3.   Perform such modifications, including testing, evaluating and
          validating such modifications, within timeframes required by Laws or
          notified reasonably in advance by AT&T to Amdocs (in order to meet
          requirements of AT&T agreements) or within acceptable timeframes as
          otherwise agreed by AT&T for compliance.

     4.   Without limiting Amdocs' obligations under point 3 above or otherwise
          under the Agreement, provide billing "true-up" for monthly recurring
          charges ("MRC"), nonrecurring charges ("NRC") and Usage rate elements,
          including creation of billing adjustments, in the event that the
          effective date of the rate change is prior to the implementation date
          of the rate change.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       12

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

     5.   Verify the key functionality of modifications to Application Software
          performed by any Entity.

     6.   Support any testimony for and, as required by AT&T and/or any Eligible
          Recipient, participate in and provide any necessary Amdocs Personnel
          as witnesses before, any local, regional, national and international
          regulatory agency, governmental body or court of competent
          jurisdiction, as it relates to any of the Services performed for or on
          behalf of AT&T and/or any Eligible Recipient, or to Amdocs'
          responsibilities herein.

14.0 REGULATORY, LEGAL AND ACCOUNTING SUPPORT

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

Without limiting any obligations

     1.   Support and, as requested by AT&T and/or any Eligible Recipient,
          prepare for and/or participate in, any litigation reviews, regulatory
          reviews, Audits, compliance assessments and data-gathering exercises,
          including those that AT&T and/or any Eligible Recipient is considering
          instigating.

     2.   Support and provide data for any local, regional, national and
          international regulatory agency Requests For Information ("RFIs"),
          however denominated, and any other litigation, arbitration, or
          regulatory discovery process.

15.0 PRODUCTION CONTROL AND SCHEDULING

Amdocs' work effort expended against activities in this section will be
considered Operations and [**] Support Services.

With respect to production control and scheduling, Amdocs will:

     1.   Support the 24 x 7, production-processing schedule as required by
          AT&T.

     2.   Update access and operational tables contained within Application
          Software where applicable.

     3.   Coordinate with production staff for scheduling.

16.0 OPERATIONS AND [**] SUPPORT

Amdocs will perform the following AT&T Operations and [**] Support Services:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       13

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

<TABLE>
<CAPTION>
FUNCTION   DESCRIPTION
- --------   -----------
<S>        <C>
[**]         - [**].
[**]         - [**].
[**]         - [**].
[**]         - [**]
[**]         - [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       14

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

<TABLE>
<CAPTION>
FUNCTION   DESCRIPTION
- --------   -----------
<S>        <C>
[**]         - [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       15

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

<TABLE>
<CAPTION>
FUNCTION   DESCRIPTION
- --------   -----------
<S>        <C>
[**]         - [**]
[**]         - [**]
[**]         - [**].
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       16

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 1
                                            Operations and [**] Support Services

Amdocs will perform the following Operations and [**] Support Services across
the functions set forth below.

<TABLE>
<CAPTION>
FUNCTION   DESCRIPTION
- --------   -----------
<S>        <C>
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
[**]          - [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       17
<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

                               SCHEDULE D (PART 4)

                                   GOVERNANCE

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

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                                                          Agreement No. Nitrogen
                                                              Schedule D, Part 4
                                                                      Governance

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0   INTRODUCTION.........................................................    1
2.0   ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS............    2
   2.1     AT&T............................................................    2
   2.2     AMDOCS..........................................................    8
3.0   COMMITTEES AND TEAMS.................................................   12
   3.1     EXECUTIVE STEERING COMMITTEE....................................   12
   3.2     MANAGEMENT COMMITTEE............................................   14
   3.3     SERVICE DELIVERY COMMITTEE......................................   17
4.0   ISSUE ESCALATION PROCEDURES..........................................   20
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

                                   GOVERNANCE

1.0  INTRODUCTION

This Schedule sets out the Governance structure for the Agreement, the roles and
responsibilities of both Parties to maintain a working relationship, and the
type, content and frequency of the status meetings that will be held. AT&T's
Agreement Executive, Agreement Manager, Agreement Administrator, Quality
Assurance Program Manager, Business Unit Coordinator, Finance Manager,
Transition Manager, Service Level Managers, Technology Architecture Program
Managers and AT&T Retained and Vendor Employee Support Manager comprise the
"AT&T Governance Team." Amdocs' Account Executive, Account Manager, Transition
Manager, Architecture Manager, Service Delivery Managers, Resourcing Manager,
Service Control Manager, Finance Manager, and Human Resource Director comprise
the "Amdocs Governance Team." Amdocs shall replace any member of Amdocs'
Governance Team upon reasonable request by AT&T to Amdocs. The AT&T Governance
Team and the Amdocs Governance Team are collectively referred to in this
Agreement as the "Governance Team". Costs for Amdocs activities associated with
the Governance Team and committees shall be paid by Amdocs and not be billed to
AT&T.

Upon notice to the other Party, each Party reserves the right to replace or
substitute members of its own Governance Team in accordance with this Agreement
and change the titles and responsibilities of members of its Governance Team
(with members that have equivalent decision-making authority). Notwithstanding
anything in this Agreement to the contrary, representatives from any Eligible
Recipient shall have the opportunity to attend and participate in Governance
Team meetings as requested by AT&T.

A Party may fill multiple positions in its Governance Team with the same
individual; provided, however, that Amdocs Account Executive and the Amdocs
Account Manager shall be separate individuals.

With respect to meetings under this Agreement, such meetings may be held by
teleconference or videoconference, unless AT&T reasonably requests that such
meetings be held in person at a location designated by AT&T. If the two Parties
cannot agree to what is reasonable, the Governance Escalation process will be
followed. Each Party shall bear its own expenses (travel or otherwise) in
connection with the meetings.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

2.0  ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS

2.1  AT&T

2.1.1 AT&T AGREEMENT EXECUTIVE

AT&T's Agreement Executive's responsibilities include:

     1.   Managing the overall relationship with Amdocs under this Agreement.

     2.   Providing leadership and guidance to the AT&T Governance organization.

     3.   Working with Amdocs Account Executive and Amdocs Account Manager to
          progress the goals and objectives of the arrangement.

     4.   Resolving escalated issues in accordance with the Governance
          escalation procedures.

     5.   Providing liaison activities and guidance with Amdocs's corporate
          executive leadership in regard to the strategic needs of AT&T.

     6.   Serving as primary interface to AT&T IT senior management.

     7.   Providing overall oversight of the Agreement including services,
          technical and financial oversight.

2.1.2 AT&T AGREEMENT MANAGER

AT&T's Agreement Manager has primary operational responsibility for the
Agreement and monitoring Amdocs deliverables and commitments. The Agreement
Manager's responsibilities include:

     1.   Monitoring Amdocs and AT&T compliance with the obligations of the
          Agreement.

     2.   Monitoring Amdocs Agreement level deliverable commitments.

     3.   Tracking fulfillment of Amdocs deliverables.

     4.   Managing benchmarking activities, according to the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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     5.   Managing the AT&T Governance organization including committee
          establishment and oversight.

     6.   Resolving escalated issues according to the Governance escalation
          procedures.

     7.   Approving or declining all work requests that are in excess of
          pre-established expenditure amounts or circumstances, including New
          Services.

     8.   Managing service level base lining activities as defined in Schedule
          F.

     9.   Evaluating Service Level [**] and approving any action plans resulting
          from critical Service Level Failures.

     10.  Approving, authorizing and overseeing all Agreement related policies
          and procedures.

     11.  Authorizing Amendments to the Agreement.

     12.  Coordination of third party matters including Agreement management,
          leases, and license management.

     13.  Coordination with the Amdocs Agreement Manager concerning operational
          activities associated with all Amdocs Personnel including onsite and
          offshore resources

     14.  Providing Agreement sponsorship.

     15.  Developing and providing metric reporting for AT&T IT leadership.

2.1.3 AT&T AGREEMENT ADMINISTRATOR

AT&T's Contract Administrator has primary administrative responsibility for the
Agreement including the management of all reporting and updates to the
Agreement. The Contract Administrator's responsibilities include:

     1.   Ensuring receipt and review of all Amdocs reports required by the
          Agreement.

     2.   Serving as the single point of contact for all requests and
          communications originating from Amdocs with respect to the Agreement.
          Except for day-to-day communications for which alternative procedures
          are described elsewhere in the Agreement, Amdocs shall direct all
          requests and communications required by, permitted under or made in
          connection with the Agreement to the AT&T Contract Administrator.

                      RESTRICTED - PROPRIETARY INFORMATION

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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     3.   Developing standard reporting and communication requirements between
          the Amdocs and various staff and organizations within AT&T.

     4.   Developing and assisting with negotiations and dispute resolution
          related to all addendums and updates to the Agreement that are
          required during the Term.

     5.   Assisting with interpretation and intent of the Parties in regard to
          the terms and conditions of the Agreement.

     6.   Assuring ability to audit Amdocs processes.

     7.   Oversight of Agreement Amendment process.

     8.   Managing the dispute resolution process as needed for the Agreement.

     9.   Administration of Policy and Procedure Manual changes.

     10.  Serving as a single point of contact for any document retention
          notices, tax surveys, insurance surveys and general data calls.

     11.  Performing facilities management to ensure appropriate facilities are
          available to Amdocs with the required environmental equipment
          services.

2.1.4 RESERVED

2.1.5 AT&T BUSINESS UNIT COORDINATOR

AT&T's Business Unit Coordinator has the overall responsibility for AT&T's
customer relationship with Amdocs and fulfilling AT&T's obligations under the
Transition Plan. The Business Unit Coordinator's responsibilities include:

     1.   Providing advice and counsel to AT&T business units regarding the
          terms and conditions of the Agreement.

     2.   Providing support to AT&T business units in regard to questions and
          issues arising from the delivery of Services.

     3.   Acting as the primary interface between the Amdocs' organization and
          the AT&T business unit in regards to issue management and problem
          escalation.

     4.   Assisting AT&T's client facing organization with documenting,
          reviewing, tracking Change Requests, work requests and Services issues
          (problems/defects).

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     The information contained herein is for use by authorized employees of
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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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     5.   Identifying and escalating service issues related to specific business
          units until resolved.

     6.   Facilitating the project approval process and work authorization in
          accordance with the processes described in the Policy and Procedures
          Manual.

     7.   Overseeing Projects and their status for the AT&T business unit.

     8.   Oversight of Amdocs customer satisfaction survey activities.

     9.   Managing AT&T's obligations and service.

     10.  Approving or rejecting the Transition Plan.

     11.  Monitoring the implementation of Amdocs' service delivery plan.

     12.  Monitoring all service delivery processes and tracking that the
          Service Level reporting mechanisms are established and operational to
          AT&T's satisfaction.

     13.  Monitoring all service delivery processes and deliverables to ensure
          Amdocs compliance with regulatory requirements.

     14.  Establishing and coordinating Amdocs demarcation with AT&T's
          business-operating environment for the entire account.

     15.  Oversight of any Amdocs End User training activities.

2.1.6 AT&T FINANCE MANAGER

AT&T's Finance Manager oversees all financial activities related to the
Agreement and the delivery of Services. The Finance Manager's responsibilities
include:

     1.   Assisting the AT&T Area Financial Manager in establishing and managing
          the overall budget in connection with the Agreement.

     2.   Monitoring that savings objectives for the Agreement are being met.

     3.   Assisting the AT&T Area Financial Manager in reviewing and approving
          or rejecting financial analysis for all Amdocs sponsored initiatives
          to ensure financial viability.

     4.   Assisting in and supporting, as needed, the review of monthly charges
          to assure the accuracy of Amdocs charges, AT&T Service Level [**],
          AT&T retained costs and [**].

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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     5.   Ensuring that anticipated and agreed-upon Amdocs financial
          responsibilities are not converted to AT&T retained or [**], except as
          provided under the Agreement.

     6.   Establishing and maintaining the AT&T charge back process and systems.

     7.   Performing AT&T cost management activities included affiliate
          allocations and capitalization forecasting and tracking.

     8.   Providing oversight of asset management operations.

2.1.7 AT&T SERVICE LEVEL MANAGER

AT&T's Service Level Manager oversees all Service Level Management activities
related to the Agreement and the delivery of Services. The Service Level
Manager's responsibilities include:

     1.   Analyzing monthly Service Level reports prepared by Amdocs, reviewing
          anomalies and trends in performance and continuous improvement.

     2.   Coordinating and communicating day-to-day Service delivery issues.

     3.   Addressing, co-coordinating and prioritizing the issues affecting the
          provision of the Services to AT&T.

     4.   Reviewing and escalating operational problems and issues to the
          Management Committee in accordance with the Policies and Procedures
          Manual.

     5.   Determining Service Level [**] where appropriate.

     6.   Reviewing root cause analysis and action plans resulting from Critical
          Service Level Failure.

     7.   Rebaselining performance targets on an annual basis to account for
          continuous improvement contractual requirements.

     8.   Developing semi-annual inventory of Service Level additions, deletions
          and modifications.

     9.   Ensuring receipt and review of all Amdocs reports required by the
          Agreement.

     10.  Reviewing and adjusting the following, as directed by the Management
          Committee:

          10.1. Continuous improvement and quality assurance measures.

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                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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                                                                      Governance

          10.2. [**]

          10.3. Audits.

          10.4. Benchmarking results.

2.1.8 AT&T TRANSITION MANAGER

AT&T Transition Manager has overall AT&T responsibility for activities
associated with the transition of the Transitioned Personnel and Subcontractors
to Amdocs. The Transition Manager's responsibilities include:

     1.   Coordinating the transition of AT&T's Transitioned Personnel,
          Subcontractors and Equipment to Amdocs under the Transition Plan.

     2.   Monitoring Amdocs' strategies for the transition of the infrastructure
          necessary to operate the account including all financial, human
          resources, security, facilities and communication.

     3.   Assist Amdocs in developing and implementing the detailed Transition
          Plan.

     4.   Establishing an interim transition organization and assisting AT&T
          Contract Manager in developing Governance Organization.

     5.   Providing guidance to Amdocs related to the Policy and Procedures
          Manual development.

2.1.9 AT&T IT ARCHITECTURE PROGRAM MANAGERS

AT&T's IT Architecture Program Managers will have the primary responsibilities
to review technical and architecture standards compliance. The IT Architecture
Program Managers' responsibilities include:

     1.   Developing processes and procedures to track that Amdocs' services are
          in alignment with the AT&T business and AT&T IT architecture
          strategies.

     2.   Coordinating the IT architectural standards of AT&T, as described in
          Schedule D, Part 2.

     3.   Ensuring Amdocs compliance with AT&T IT software and hardware in
          accordance with the Agreement.

2.1.10 AT&T RETAINED AND VENDOR EMPLOYEE SUPPORT MANAGER

AT&T's Retained and Vendor Employee Support Manager will have the primary
responsibility of coordinating service requests. The Support Managers'
responsibilities include:

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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                                                                      Governance

     1.   Coordinating customer service requests related to AT&T Facilities and
          Equipment for Amdocs Personnel at AT&T Facilities.

2.2  AMDOCS

2.2.1 AMDOCS ACCOUNT EXECUTIVE

Amdocs' Account Executive has complete responsibility to deliver all Services
from Amdocs to AT&T. The Account Executive's responsibilities include:

     1.   Managing the overall relationship regarding Amdocs and AT&T under this
          Agreement.

     2.   Ensuring that Amdocs fulfills all of its obligations under the
          Agreement.

     3.   Working with the AT&T Governance Team to establish, manage, and meet
          commitments, requirements, and expectations.

     4.   Working with AT&T executives and business unit managers after approval
          from AT&T to align the delivery of Services with the strategic needs
          of AT& T; such activities will be performed with the approval and in
          conjunction with the AT&T Contract Manager.

     5.   Informing AT&T about new corporate capabilities and developments
          within Amdocs' organization; proposing ideas and solutions that will
          provide ongoing benefit to AT&T.

     6.   Responding, or ensuring the response by Amdocs' subject matter
          experts, to all requests for strategic or relationship-wide questions
          or requests from the AT&T.

2.2.2 AMDOCS ACCOUNT MANAGER

Amdocs' Account Manager will have primary business operating performance
responsibility for the account and will assure that all delivery commitments and
deliverables required under the Agreement are provided to AT&T. The Account
Manager's responsibilities include:

     1.   Working with the AT&T Contract Manager to manage and meet commitments,
          requirements and expectations.

     2.   Ensuring that all Service Levels are met.

     3.   Ensuring that Amdocs' performance requirements as they relate to AT&T
          business requirements and business objectives are satisfied.

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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                                                                      Governance

     4.   Assuring operational compliance with the Agreement and ensuring that
          Amdocs fulfills its obligations under the Agreement, including all
          obligations relating to Deliverables.

     5.   Establishing and executing the account management disciplines,
          business management processes, and associated reporting.

     6.   Ensuring prompt identification and resolution of service delivery
          issues.

     7.   Staffing and leading the Amdocs management team and project staff.

     8.   Accepting requests for new Projects from AT&T and ensuring that such
          requests are handled pursuant to the Change Management Procedures set
          forth in Section 9.6 of the Agreement, applicable Schedules and the
          Policy and Procedures Manual.

     9.   Ensuring the delivery to AT&T of all data that Amdocs is obligated to
          provide to AT&T under the Agreement as well as all data reasonably
          requested by AT&T.

     10.  Coordination with the AT&T Contract Manager concerning operational
          activities associated with all Amdocs Personnel including onsite and
          offshore resources

2.2.3 AMDOCS TRANSITION MANAGER

Amdocs' Transition Manager has the overall responsibility for the successful
transition of the Transitioned Employees and applicable Subcontractors to Amdocs
account team while ensuring that Service Levels and AT&T satisfaction are
maintained. The Transition Manager's responsibilities include:

     1.   Establishing the account infrastructure necessary to operate the
          account including all financial, human resources, security, facilities
          and communication.

     2.   Developing and implementing the service delivery plan.

     3.   Installing all service delivery processes and ensuring that the
          Service Level reporting mechanisms are established and operational.

     4.   Transitioning all of AT&T's applicable personnel and subcontractors to
          Amdocs.

     5.   Establishing the business-operating environment for the entire
          account.

     6.   Responding to all AT&T reasonable requests for information related to
          the Transition Services.

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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                                                    Agreement No. 20070319.002.C
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2.2.4 RESERVED.

2.2.5 AMDOCS SERVICE DELIVERY MANAGERS

Amdocs' Service Delivery Managers will have the primary responsibility to
deliver the Services. The Service Delivery Manager's responsibilities include:

     1.   Meeting all Service Levels and Agreement commitments.

     2.   Staffing all Service delivery with the appropriate level of trained
          personnel.

     3.   Forecasting resource requirements and managing resourcing
          requirements.

     4.   Meeting the AT&T's IT architectural standards.

     5.   Providing support to AT&T and End Users in accordance with the problem
          management process.

     6.   Providing all Service Level reporting to AT&T and the service control
          function

2.2.6 AMDOCS RESOURCING MANAGER

Amdocs' Resourcing Manager will be responsible to manage and execute resource
allocation strategies applicable to this Agreement. The Resourcing Manager's
responsibilities include:

     1.   Managing transition of Subcontractors.

     2.   Managing Amdocs relationships.

     3.   Managing selection of Subcontractors (e.g., permitted offshore
          subcontractors).

     4.   Managing shared resource centers within the AT&T account.

     5.   Managing overall resource levels in accordance with AT&T resource
          requirements.

2.2.7 AMDOCS SERVICE CONTROL MANAGER

Amdocs' Service Control Manager will be responsible for delivering the metrics
program for the account and overseeing the implementation of the account system
development methodology. The Service Control Manager's responsibilities include:

     1.   Interfacing as needed with AT&T.

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                     companies except by written agreement.


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     2.   Establishing Amdocs' metrics program.

     3.   Providing direction for the account program office function.

     4.   Constructing the performance reports and managing the monthly
          reporting.

     5.   Establishing Amdocs' benchmarking methodology in accordance with the
          Agreement

     6.   Introducing Amdocs' methodology on the account, modifying it to meet
          AT&T development standards, and ensuring that this methodology is
          implemented on the account.

     7.   Providing training as required by the Agreement.

     8.   Providing process ownership for service delivery processes

     9.   Providing Amdocs quality assurance function.

     10.  Implementing a client satisfaction survey for the account, according
          to the Agreement.

2.2.8 AMDOCS FINANCE MANAGER

Amdocs' Finance Manager will be responsible for all financial, billing,
Agreement compliance and new business management functions. The Finance
Manager's responsibilities include:

     1.   Providing the monthly invoice, and all account billing and reporting
          functions.

     2.   Implementing and managing Amdocs financial system including time
          recording, labor reporting, billing, budgeting, forecasting, and
          annual planning.

     3.   Acting as the primary Amdocs focus for new service establishment for
          AT&T.

     4.   Managing other administrative functions including physical and logical
          security, facilities and contracts.

     5.   Providing financial reporting in accordance with the Agreement.

2.2.9 AMDOCS HUMAN RESOURCE DIRECTOR

Amdocs' Human Resource Director will be responsible for personnel policies or
process administration. The Human Resource Director's responsibilities include:

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                                                    Agreement No. 20070319.002.C
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     1.   Establishing all personnel administration policies for the AT&T
          account.

     2.   Providing the Human Resource management function for the AT&T account.

     3.   Providing the recruitment and placement function for the AT&T account.

     4.   Providing the communication forms for the AT&T account.

     5.   Interfacing with the AT&T Contract Manager on personnel issues.

     6.   Submitting the quarterly resource roster to the AT&T Contract
          Administrator ninety (90) days in advance of any changes.

3.0  COMMITTEES AND TEAMS

3.1  EXECUTIVE STEERING COMMITTEE

The Parties will form and name members of an Executive Steering Committee. The
Executive Steering Committee will have executive management responsibility for
the Agreement and for the relationship between the Parties and shall provide
business oversight and ensure the Service delivery objectives. This committee
will also assist the AT&T Contract Manager and the Amdocs Account Manager in
decisions that directly affect the Agreement.

AT&T's Contract Manager and Amdocs' Account Manager will be appointed by each
respective Party to liaise with the Executive Steering Committee and to monitor
and resolve where possible any issues raised by the AT&T Service Level Manager
and the Amdocs Service Delivery Managers. The AT&T Service Level Manager and
Amdocs Service Delivery Managers will carry out the day-to-day coordination of
Service delivery, and include other AT&T representatives as required.

AT&T and Amdocs will jointly develop and implement agreed performance management
and business assurance processes.

Amdocs will deploy the performance management and business assurance processes
at the sites to ensure the stable start-up and efficient delivery of the
Services.

3.1.1 MEMBERS

The Executive Steering Committee will be chaired by the AT&T Contract Manager
and will be comprised of the following individuals:

     1.   AT&T Contract Executive.

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     2.   AT&T Contract Manager.

     3.   Amdocs Account Executive.

     4.   Amdocs Account Manager.

     5.   Other AT&T and Amdocs Personnel as required.

3.1.2 KEY RESPONSIBILITIES

The Executive Steering Committee's responsibilities include the following:

     1.   Ensuring business alignment between the Parties, analysis of AT&T and
          Amdocs business plans, and oversight of new or modified Services
          during the Term.

     2.   Developing strategic requirements and plans associated with the
          Services during the Term.

     3.   Agreeing to and periodically reviewing the authority of the committees
          and makeup of the individual members of the Management Committee and
          the Service Delivery Committee.

     4.   Approving the Management Committee report and recommendations,
          including review of the following:

          4.1. Transition Plan implementation, including progress and
               achievement of Critical Deliverables and key activities.

          4.2. Service Level reports and modifications.

          4.3. Continuous improvement and quality assurance measures.

          4.4. Reset of Critical Service Levels.

          4.5. Financial issues and performance.

     5.   Approving the Management Committee report and recommendations,
          including review and approval of the following:

          5.1. [**], according to the Agreement.

          5.2. Audit results.

          5.3. Benchmarking results according to the Agreement.

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                     companies except by written agreement.


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          5.4. Attempting to resolve issues escalated by the Management
               Committee.

          5.5. Resource plans according to the Agreement.

          5.6. Escalated issue resolution.

3.1.3 MEETINGS

The Executive Committee will meet upon the request of either Party, no less than
quarterly but no more than monthly without the consent of both Parties. The
Party requesting the meeting shall prepare and distribute a written agenda at
least 24 hours prior to the meeting. Amdocs shall keep minutes of each meeting
and shall distribute the minutes to AT&T within one business day after each
meeting.

3.2  MANAGEMENT COMMITTEE

Prior to the Commencement Date, the Parties will establish a Management
Committee. The names and titles of the representatives serving on the initial
Management Committee are attached to this Schedule.

3.2.1 MEMBERS

The Management Committee will be chaired by AT&T's Contract Manager and will be
comprised of the following individuals:

     1.   AT&T Contract Manager.

     2.   AT&T Contract Administrator.

     3.   AT&T Finance Manager.

     4.   Amdocs Account Manager.

     5.   Amdocs Finance Manager.

     6.   Other AT&T and Amdocs personnel as required.

3.2.2 AUTHORITY

Subject to direction and approval from the Executive Steering Committee and to
the authority derived from the Change Management Procedures set forth in the
Agreement, the Management Committee will have general authority and
responsibility regarding:

     1.   Approving changes to the Agreement.

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     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       14

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

     2.   Adding, modifying, and/or removing Services covered by the Agreement.

     3.   Operational, technical, financial, and general management oversight of
          the Agreement.

     4.   Resolving issues escalated by the Service Delivery Committee.

Notwithstanding the foregoing, any addition, removal or modification of the
Services shall require the written consent of the AT&T Contract Executive and
the AT&T Contract Manager. Any change or amendment to the Agreement shall not
take effect unless such change or amendment is in writing and signed by an
authorized representative of each Party authorized to make such changes.

3.2.3 KEY RESPONSIBILITIES

The Management Committee's responsibilities include:

     1.   Managing the performance of the Parties' respective roles and
          responsibilities under the Agreement.

     2.   Implementing the Agreement.

     3.   Managing risks and opportunities for improvement.

     4.   Monitoring Service delivery and transition activities based on
          reporting and coordination with the Service Delivery Committee.

     5.   Considering and approving, where possible, operational and technical
          changes in accordance with the Change Management Procedures.

     6.   Considering and approving, where possible, changes to the Agreement
          and to the Services in accordance with the Change Management
          Procedures set forth in the Agreement.

     7.   Seeking to resolve any issues escalated by the Service Delivery
          Committee.

     8.   Escalating any issues not resolved by the Management Committee to the
          Executive Steering Committee.

     9.   Producing Management Committee summary reports and submitting them for
          Executive Steering Committee review.

     10.  Monitoring the following and reporting, as required, to the Executive
          Steering Committee with respect to:

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       15

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

          10.1. Service Levels, Service Level [**] and Earn Back.

          10.2. Continuous improvement and quality assurance measures.

          10.3. Proposals for reset of Service Levels.

          10.4. Review of financial performance.

          10.5. Pricing.

     11.  Approving the following and reporting, as required, to the Executive
          Steering Committee with respect to:

          11.1. Customer satisfaction surveys, according to the Agreement.

          11.2. Audit results.

          11.3. Benchmarking results according to the Agreement.

     12.  Monitoring and reviewing the ongoing status of third party contracts
          as appropriate and according to the Agreement.

     13.  Initiating the recommendations and suggestions made by the Executive
          Steering Committee relating to the Services and the Agreement.

     14.  Ensuring the implementation of process/infrastructure, financial and
          resource plans.

     15.  Recommending changes to the Policy and Procedures Manual submitted to
          AT&T for approval

     16.  Reviewing business and technical proposals submitted by AT&T business
          sponsors or Amdocs Personnel.

     17.  Recommending new proposals to the Executive Steering Committee.

     18.  Providing advice and direction to the Service Delivery Committee for
          performance improvement.

     19.  Preparing the following reports:

          19.1. Summary Executive Reports

          19.2. Global Management Report

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       16

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

          19.3. Service Level Reporting

          19.4. Transition Reports

     20.  Delegating any powers it considers appropriate to the Service Delivery
          Committee.

3.2.4 MEETINGS

The Management Committee will meet, at a minimum, monthly, and at other times as
agreed between the Parties, to review:

     1.   Management of the Agreement.

     2.   Service delivery.

     3.   Transition management.

     4.   Change management.

     5.   Technical planning.

Either Party may include items on a written agenda that Amdocs shall distribute
at least 24 hours prior to the meeting. Amdocs shall keep minutes of each
meeting and shall distribute the minutes to AT&T within one business day after
each meeting.

3.3  SERVICE DELIVERY COMMITTEE

Prior to the Commencement Date, the Parties will establish a Service Delivery
Committee. The names and titles of the representatives serving on the initial
Service Delivery Committee are attached to this Schedule.

3.3.1 MEMBERS

The Service Delivery Committee will be comprised of the following individuals:

     1.   AT&T Service Level Manager.

     2.   AT&T Business Unit Coordinator.

     3.   Amdocs Service Delivery Managers.

     4.   Other AT&T and Amdocs personnel as required.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       17

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

3.3.2 AUTHORITY

The Service Delivery Committee will have authority regarding:

     1.   Review and approval, where possible, of the short-term and long-term
          plans and activities in regard to the delivery of the Services.

     2.   Resolution of Service delivery problems.

     3.   Upward notification of all issues that might result in the addition,
          deletion, or modification of the Services, or the terms of the
          Agreement, irrespective of the initiating Party.

     4.   Agreement of Service delivery initiatives.

3.3.3 KEY RESPONSIBILITIES

The Service Delivery Committee's responsibilities will be determined and
delegated in each case by the Management Committee and may include matters
including:

     1.   Implementing the Transition Plan and monitoring Service delivery.

     2.   Monitoring Critical Deliverables and Service Levels.

     3.   Coordinating and communicating day-to-day Service delivery issues;
          addressing, co-coordinating and prioritizing the issues affecting the
          provision of the Services to AT&T.

     4.   Reviewing and escalating operational problems and issues to the
          Management Committee and in accordance with the Policy and Procedures
          Manual.

     5.   Reviewing and scheduling change requests in accordance with the Change
          Management Procedures.

     6.   Ensuring efficient flow of documentation as required by the Agreement.

     7.   Handling disputes within the authority of the AT&T and Amdocs
          representatives, and referring others to the Management Committee.

     8.   Submitting issues concerning the relationship between the Parties to
          the Management Committee for its guidance and recommendations.

     9.   Submitting reports to the Management Committee.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       18

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

     10.  Advising the Management Committee of new opportunities and proposals.

     11.  Identifying and referring matters outside the authority of AT&T and
          Amdocs representatives to the Management Committee.

     12.  Reviewing and presenting recommendations and suggestions made by AT&T
          representatives and Amdocs representatives relating to the Services
          and initiating appropriate actions.

     13.  Identifying issues that may have an impact outside the relevant sites
          and referring these to the Management Committee and to other sites as
          required.

     14.  Monitoring and reviewing the ongoing status of third party contracts.

     15.  Reviewing and adjusting the following, as directed by the Management
          Committee:

          15.1. Service Levels.

          15.2. Continuous improvement and quality assurance measures.

          15.3. [**], according to the Agreement.

          15.4. Audits, according to the Agreement.

          15.5. Benchmarking results, according to the Agreement.

     16.  Preparing the following reports:

          16.1. Management reports.

          16.2. Service Levels and Service delivery results, as required.

          16.3. Minutes.

3.3.4 MEETINGS

The Service Delivery Committee will meet, at a minimum, bi-weekly, and at other
times as directed by the Management Committee, to review:

     1.   Agreement issues.

     2.   Service Delivery.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       19

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

     3.   Transition management.

     4.   Projects.

Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within one business day after each meeting.

4.0  ISSUE ESCALATION PROCEDURES

From time to time, issues will arise that cannot be resolved at the various
levels of management within the AT&T and Amdocs teams. Issues that cannot be
resolved will be escalated as follows:

     1.   Notification: Either Party may decide that escalation is desirable
          when resolution of an issue appears unachievable at the current
          management level. The Party desiring escalation will provide written
          notice of its intention to the members of the other Party currently
          involved in the dispute. At either Party's request, the members
          currently engaged in attempting to resolve the issue shall meet again
          to attempt resolution of the issue prior to escalation to the next
          level. If the issue cannot be resolved at the current management
          level, the issue will then be escalated after good faith attempts by
          both Parties to resolve the issue at the current level.

     2.   Documentation: Both Parties will jointly develop a short briefing
          document for escalation that describes the issue, relevant impact and
          positions of both Parties.

     3.   Request for Assistance: A meeting will be scheduled with appropriate
          individuals. The brief will be sent in advance to the participants.

     4.   Issues will be escalated for review and resolution to the next level
          of management as follows:

          4.1. The Amdocs Service Delivery Manager and the appropriate AT&T
               Governance team member. If unresolved, escalate to:

          4.2. The AT&T Agreement Manager and the Amdocs Account Manager. If
               unresolved, escalate to:

          4.3. The Executive Steering Committee. If unresolved, escalate to:

          4.4. The AT&T IT Vice President and the equivalent Amdocs executive.
               If unresolved, escalate to:

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        20

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                              Schedule D, Part 4
                                                                      Governance

          4.5. AT&T's CIO and Amdocs' Senior Vice President.

          4.6. If the matter remains unresolved after escalation under Section
               4.5, it shall be resolved by arbitration in accordance with
               Section 19.2 of the Agreement.

          4.7. Notwithstanding anything to the contrary, AT&T's CIO shall make
               the final decision in connection with otherwise unresolved issues
               relating to disputes over the compliance of deliverables for the
               purpose of the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       21
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

                               SCHEDULE D (PART 5)

                      POLICY AND PROCEDURES MANUAL CONTENT

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

                                TABLE OF CONTENTS

1.0 INTRODUCTION............................................................   1
2.0 GENERAL CONTENT AND ORGANIZATION........................................   1
   2.1 ORGANIZATIONAL OVERVIEW..............................................   1
   2.2 RESERVED.............................................................   2
   2.3 PERFORMANCE MANAGEMENT PROCEDURES....................................   2
   2.4 CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES.............   2
   2.5 DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES.................   3
   2.6 FINANCIAL MANAGEMENT PROCEDURES......................................   3
   2.7 CONTRACT MANAGEMENT PROCEDURES.......................................   4
   2.8 RELATIONSHIP MANAGEMENT PROCEDURES...................................   4
   2.9 AMDOCS' OPERATIONAL PROCEDURES.......................................   4

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

                      POLICY AND PROCEDURES MANUAL CONTENT

1.0 INTRODUCTION

This document describes the general content and organization of the Policy and
Procedures Manual that will be developed to support Governance of the Agreement.

2.0 GENERAL CONTENT AND ORGANIZATION

The table below provides the general organization and content of the Policy and
Procedures Manual. Although not intended to replicate the Agreement, the Policy
and Procedures Manual provides comprehensive documentation of the procedures
that will be followed to implement and manage the Agreement and the overall
relationship. Detailed text or requirements referenced in the Agreement may be
supplied in the Policy and Procedures Manual.

Responsibilities of Amdocs and AT&T by job title or function will be indicated
within the document. The manual will be used jointly by the Parties to assist
with overall coordination and communication regarding the Agreement.

In the event that, on the Commencement Date the Policy and Procedures Manual
does not yet contain procedures addressing all areas set forth in this document,
Amdocs shall follow AT&T's preexisting procedures until mutually agreed
otherwise by AT&T and Amdocs.

2.1 ORGANIZATIONAL Overview

     1.   AT&T Governance Organization - Organization charts, description of
          functions performed, contact information. Amdocs Management and
          Delivery Organization, Organization charts, description of functions
          performed, contact information.

     2.   Key Contacts - AT&T - A list of contacts within AT&T that are key
          users of the Services or perform a liaison function in regard to the
          Services by business unit and by geography.

     3.   Key Contacts - Third Parties - A list of key Third Parties (e.g.,
          maintenance providers, software providers, telecom carriers, etc.).

     4.   Joint Committee Structure - Organization charts with names assigned to
          each role.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

2.2 RESERVED

2.3 PERFORMANCE MANAGEMENT PROCEDURES

Ongoing "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Performance Monitoring and Reporting Procedures - Procedures to verify
          proper Service delivery on a day-to-day basis, including internal
          reporting and reporting to AT&T.

     2.   Problem Management and Escalation Procedures - Procedures to identify
          problems, report and resolve problems and escalate as necessary within
          Amdocs' organization and AT&T.

     3.   Root Cause Analysis Procedures - Procedures to determine root cause of
          problems, including involvement of and support to applicable third
          parties or AT&T.

     4.   Service Level Measurement and Reporting Procedures - Procedures to
          measure and report Service Levels to AT&T.

     5.   Work Authorization Procedures - Work authorization procedures for
          in-scope Services, to include responsibilities and procedures for the
          originator of a work request and overall review and authorization
          process.

     6.   Project Management Procedures - Methodology and procedures to be used
          to perform project responsibilities and develop associated
          deliverables. The procedures must comply with AT&T IT Quality Policies
          and Procedures, CMM Policies and Procedures and.

2.4 CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES

Operational and Technical Procedures regarding changes to the environment
including the notification process, timing, planning, authorization and
implementation.

     1.   Physical Access & Security Procedures - Physical access, safety and
          security procedures at both AT&T Sites and Amdocs' locations.

     2.   Network Access & Security Procedures - Network access and security
          procedures.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

     3.   AT&T Equipment and Software standards, including architecture and
          product-specific standards.

     4.   Applications and Data Access and Security Procedures - Procedures to
          allow access to Applications and data, to include the request and
          authorization process for user IDs and passwords for Amdocs as well as
          policies and procedures governing access to and management of AT&T
          customer data.

     5.   AT&T standards related to management of operational environments; e.g,
          development, testing, production.

     6.   Long-Range IT Plan - Procedures for developing input into the
          Long-Range IT Plan.

2.5 DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES

Procedures and plans for Disaster Recovery and Business Continuity within the
scope of Service of this Agreement - The Policy and Procedures Manual may
reference other documents containing comprehensive procedures and plans, but
will provide a general overview.

2.6 FINANCIAL MANAGEMENT PROCEDURES

Ongoing, "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Invoicing - Procedures for invoicing and verification of invoice by
          AT&T; invoicing of Projects; procedures regarding disputed invoice
          amounts, etc.

     2.   Charge back - Procedures for charge back of costs related to the
          Services and the overall Agreement to business units, including
          responsibilities and support by both the Amdocs and the AT&T staff.

     3.   Budgeting - Procedures for how Amdocs will assist AT&T with the annual
          budgeting cycle including estimation of potential Projects, review
          cycle, responsibilities of Amdocs, AT&T staff and AT&T, etc.

     4.   Performance Credits and Earnback - Procedures for calculating
          Performance Credits on invoices and Earnback calculations.

     5.   Financial Dispute Procedures - Procedures for resolution of Financial
          Disputes which will adhere to the Overall Issue Escalation process.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

2.7 CONTRACT MANAGEMENT PROCEDURES

Ongoing "steady state" procedures and policies, including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Contract Change Management Procedures - Procedures and activities
          regarding changes to the Agreement, including changes to any Exhibit
          or Attachment including notification period and process, authority
          levels and escalation procedures.

     2.   Reporting - Produres by which AT&T may submit to Amdocs (a) requests
          for ad-hoc Reports; and (b) procedures and activities regarding
          Reports.

     3.   Legal/Regulatory Data Request Procedures - Procedures for fulfilling
          requests for Legal-or Regulatory-related documentation.

2.8 RELATIONSHIP MANAGEMENT PROCEDURES

Ongoing "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   [**] in the Agreement.

     2.   Business Units - Procedures and responsibilities regarding the
          relationship between Amdocs and AT&T staff including procedures
          regarding communication and coordination regarding work requests,
          Service delivery issues, budgeting and financial issues, etc.

     3.   End Users - Procedures and responsibilities regarding responding to
          end user problems, requests and questions.

     4.   Third-Party Vendors - Procedures for interacting with third-party
          vendors, which may provide services, equipment or software that are
          ancillary to or support the overall delivery of Services.

2.9 AMDOCS' OPERATIONAL PROCEDURES

Ongoing "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                              Schedule D, Part 5
                                            Policy and Procedures Manual Content

     1.   Operational Procedures, as applicable, in order to provide the
          Services normally undertaken by Amdocs which shall be consistent with
          those Amdocs activities used to provide services similar to the
          Services.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5
<PAGE>

Schedule D.1 - Financial and Operational        Agreement Number: 20070319.002.C
Responsibility Matrix                            Schedule D.1 - Responsibilities

<TABLE>
<CAPTION>
                                                       ACQUISITION / CAPITAL COST
                                            -------------------------------------------------
                                               OWNERSHIP /
                                               LICENSE
                                              (SOFTWARE)         FINANCIAL RESPONSIBILITY
                                            ---------------  --------------------------------
                                                                                   TECHNOLOGY
                                            CURRENT  FUTURE   UPGRADES /            REFRESH
    SERVICES                                 ASSETS  ASSETS  ENHANCEMENTS  GROWTH   (NOTE 3)
    --------                                -------  ------  ------------  ------  ----------
<S>                                         <C>      <C>     <C>           <C>     <C>
    APPLICATION / UTILITY SERVERS

 1) Server Hardware Including Peripherals     [**]    [**]       [**]       [**]      [**]
 2) Server Hardware Leases                    [**]    [**]       [**]       [**]      [**]
 3) Server Hardware Maintenance Agreements    [**]    [**]       [**]       [**]      [**]
 4) Server Operating System Software          [**]    [**]       [**]       [**]      [**]
 5) Server Third Party Software
    (e.g., Utilities, Compilers, Database
    Managers, Development Tools, System
    Management Tools, etc.)                   [**]    [**]       [**]       [**]      [**]
 6) Retained Servers                          [**]    [**]       [**]       [**]      [**]
 7) Server Software: AT&T Proprietary
    Applications                              [**]    [**]       [**]       [**]      [**]

    OTHER COMPUTING HARDWARE - AT&T
    LOCATIONS

 8) Other Computing Hardware Including
    Peripherals                               [**]    [**]       [**]       [**]      [**]
 9) Other Computing Hardware Leases           [**]    [**]       [**]       [**]      [**]
10) Other Computing Hardware Maintenance
    Agreements                                [**]    [**]       [**]       [**]      [**]
11) Other Computing Hardware Operating
    System Software                           [**]    [**]       [**]       [**]      [**]
12) Other Computing Hardware Third Party
    Software (e.g., Utilities, Compilers,
    Database Managers, Development Tools,
    System Management Tools, etc.)
    (Note 1)                                  [**]    [**]       [**]       [**]      [**]

<CAPTION>

                                                                   SUPPORT / OPERATIONAL EXPENSE
                                            ----------------------------------------------------------------------------
                                                                                                            FINANCIAL
                                                             OPERATIONAL RESPONSIBILITY                   RESPONSIBILITY
                                            ------------------------------------------------------------  --------------
                                                                                         MOVE,  DISASTER
                                                                                         ADD,   RECOVERY
    SERVICES                                PROCUREMENT  INSTALL  SUPPORT  MAINTENANCE  CHANGE  (NOTE 2)  AMDOCS OR AT&T
    --------                                -----------  -------  -------  -----------  ------  --------  --------------
<S>                                         <C>          <C>      <C>      <C>          <C>     <C>       <C>
    APPLICATION / UTILITY SERVERS

 1) Server Hardware Including Peripherals       [**]       [**]     [**]       [**]      [**]     [**]         [**]
 2) Server Hardware Leases                      [**]       [**]     [**]       [**]      [**]     [**]         [**]
 3) Server Hardware Maintenance Agreements      [**]       [**]     [**]       [**]      [**]     [**]         [**]
 4) Server Operating System Software            [**]       [**]     [**]       [**]      [**]     [**]         [**]
 5) Server Third Party Software
    (e.g., Utilities, Compilers, Database
    Managers, Development Tools, System
    Management Tools, etc.)                     [**]       [**]     [**]       [**]      [**]     [**]         [**]
 6) Retained Servers                            [**]       [**]     [**]       [**]      [**]     [**]         [**]
 7) Server Software: AT&T Proprietary
    Applications                                [**]       [**]     [**]       [**]      [**]     [**]         [**]

    OTHER COMPUTING HARDWARE - AT&T
    LOCATIONS

 8) Other Computing Hardware Including
    Peripherals                                 [**]       [**]     [**]       [**]      [**]     [**]         [**]
 9) Other Computing Hardware Leases             [**]       [**]     [**]       [**]      [**]     [**]         [**]
10) Other Computing Hardware Maintenance
    Agreements                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
11) Other Computing Hardware Operating
    System Software                             [**]       [**]     [**]       [**]      [**]     [**]         [**]
12) Other Computing Hardware Third Party
    Software (e.g., Utilities, Compilers,
    Database Managers, Development Tools,
    System Management Tools, etc.)
    (Note 1)                                    [**]       [**]     [**]       [**]      [**]     [**]         [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
affiliated companies only and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        1

<PAGE>

Schedule D.1 - Financial and Operational        Agreement Number: 20070319.002.C
Responsibility Matrix                            Schedule D.1 - Responsibilities

<TABLE>
<S>                                         <C>      <C>     <C>           <C>     <C>









13) Other Computing Software: AT&T
    Proprietary Applications                  [**]    [**]       [**]       [**]      [**]

    OTHER COMPUTING HARDWARE - AMDOCS

14) Other Computing Hardware Including
    Peripherals                               [**]    [**]       [**]       [**]      [**]
15) Other Computing Hardware Leases           [**]    [**]       [**]       [**]      [**]
16) Other Computing Hardware Maintenance
    Agreements                                [**]    [**]       [**]       [**]      [**]
17) Other Computing Hardware Operating
    System Software                           [**]    [**]       [**]       [**]      [**]
18) Other Computing Hardware Third Party
    Software (e.g., Utilities, Compilers,
    Database Managers, Development Tools,
    System Management Tools, etc.)            [**]    [**]       [**]       [**]      [**]
19) Other Computing Software: AT&T
    Proprietary Applications (for purposes
    of support for this line item, AT&T is
    only obligated to provide
    installation, support, maintenance,
    MAC, and its other obligations
    remotely from AT&T Facilities)            [**]    [**]       [**]       [**]      [**]

    FACILITIES MANAGEMENT - AT&T
    FACILITIES / AT&T SITES (DATA CENTER)

20) Space including all other services
    (i.e. office space for Supplier
    Personnel in accordance with the
    Agreement)                                [**]    [**]       [**]       [**]      [**]
21) Raised Floor Environmental Equipment      [**]    [**]       [**]       [**]      [**]
22) Raised Floor Power                        [**]    [**]       [**]       [**]      [**]
23) Raised Floor Cooling                      [**]    [**]       [**]       [**]      [**]
24) Connection between NIC Card and LAN       [**]    [**]       [**]       [**]      [**]
25) Network Cabling and Wiring - Within
    the Facility                              [**]    [**]       [**]       [**]      [**]
26) Interconnecting Cabling and Wiring -
    Between Facilities                        [**]    [**]       [**]       [**]      [**]

<CAPTION>









<S>                                         <C>          <C>      <C>      <C>          <C>     <C>       <C>
13) Other Computing Software: AT&T
    Proprietary Applications                    [**]       [**]     [**]       [**]      [**]     [**]         [**]

    OTHER COMPUTING HARDWARE - AMDOCS

14) Other Computing Hardware Including
    Peripherals                                 [**]       [**]     [**]       [**]      [**]     [**]         [**]
15) Other Computing Hardware Leases             [**]       [**]     [**]       [**]      [**]     [**]         [**]
16) Other Computing Hardware Maintenance
    Agreements                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
17) Other Computing Hardware Operating
    System Software                             [**]       [**]     [**]       [**]      [**]     [**]         [**]
18) Other Computing Hardware Third Party
    Software (e.g., Utilities, Compilers,
    Database Managers, Development Tools,
    System Management Tools, etc.)              [**]       [**]     [**]       [**]      [**]     [**]         [**]
19) Other Computing Software: AT&T
    Proprietary Applications (for purposes
    of support for this line item, AT&T is
    only obligated to provide
    installation, support, maintenance,
    MAC, and its other obligations
    remotely from AT&T Facilities)              [**]       [**]     [**]       [**]      [**]     [**]         [**]

    FACILITIES MANAGEMENT - AT&T
    FACILITIES / AT&T SITES (DATA CENTER)

20) Space including all other services
    (i.e. office space for Supplier
    Personnel in accordance with the
    Agreement)                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
21) Raised Floor Environmental Equipment        [**]       [**]     [**]       [**]      [**]     [**]         [**]
22) Raised Floor Power                          [**]       [**]     [**]       [**]      [**]     [**]         [**]
23) Raised Floor Cooling                        [**]       [**]     [**]       [**]      [**]     [**]         [**]
24) Connection between NIC Card and LAN         [**]       [**]     [**]       [**]      [**]     [**]         [**]
25) Network Cabling and Wiring - Within
    the Facility                                [**]       [**]     [**]       [**]      [**]     [**]         [**]
26) Interconnecting Cabling and Wiring -
    Between Facilities                          [**]       [**]     [**]       [**]      [**]     [**]         [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
affiliated companies only and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        2

<PAGE>

Schedule D.1 - Financial and Operational        Agreement Number: 20070319.002.C
Responsibility Matrix                            Schedule D.1 - Responsibilities

<TABLE>
<S>                                         <C>      <C>     <C>           <C>     <C>









    FACILITIES MANAGEMENT - AT&T
    FACILITIES / AT&T SITES (OFFICES)

27) Space Including all other services
    (i.e. office space for Supplier
    Personnel in accordance with this
    Agreement)                                [**]    [**]       [**]       [**]      [**]
28) Raised Floor Environmental Equipment      [**]    [**]       [**]       [**]      [**]
29) Raised Floor Power                        [**]    [**]       [**]       [**]      [**]
30) Raised Floor Cooling                      [**]    [**]       [**]       [**]      [**]
31) Connection between NIC Card and LAN       [**]    [**]       [**]       [**]      [**]
32) Network Cabling and Wiring - Within
    the Facility                              [**]    [**]       [**]       [**]      [**]
33) Interconnecting Cabling and Wiring -
    Between Facilities                        [**]    [**]       [**]       [**]      [**]

    FACILITIES MANAGEMENT - AMDOCS

34) Space Including all other services
    (i.e. office space for Supplier
    Personnel in accordance with the
    Agreement)                                [**]    [**]       [**]       [**]      [**]
35) Raised Floor Environmental Equipment      [**]    [**]       [**]       [**]      [**]
36) Raised Floor Power                        [**]    [**]       [**]       [**]      [**]
37) Raised Floor Cooling                      [**]    [**]       [**]       [**]      [**]
38) Connection between NIC Card and LAN       [**]    [**]       [**]       [**]      [**]
39) Network Cabling and Wiring - Within
    the Facility                              [**]    [**]       [**]       [**]      [**]
40) Interconnecting Cabling and Wiring -
    Between Amdocs Facilities                 [**]    [**]       [**]       [**]      [**]

<CAPTION>









<S>                                         <C>          <C>      <C>      <C>          <C>     <C>       <C>
    FACILITIES MANAGEMENT - AT&T
    FACILITIES / AT&T SITES (OFFICES)

27) Space Including all other services
    (i.e. office space for Supplier
    Personnel in accordance with this
    Agreement)                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
28) Raised Floor Environmental Equipment        [**]       [**]     [**]       [**]      [**]     [**]         [**]
29) Raised Floor Power                          [**]       [**]     [**]       [**]      [**]     [**]         [**]
30) Raised Floor Cooling                        [**]       [**]     [**]       [**]      [**]     [**]         [**]
31) Connection between NIC Card and LAN         [**]       [**]     [**]       [**]      [**]     [**]         [**]
32) Network Cabling and Wiring - Within
    the Facility                                [**]       [**]     [**]       [**]      [**]     [**]         [**]
33) Interconnecting Cabling and Wiring -
    Between Facilities                          [**]       [**]     [**]       [**]      [**]     [**]         [**]

    FACILITIES MANAGEMENT - AMDOCS

34) Space Including all other services
    (i.e. office space for Supplier
    Personnel in accordance with the
    Agreement)                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
35) Raised Floor Environmental Equipment        [**]       [**]     [**]       [**]      [**]     [**]         [**]
36) Raised Floor Power                          [**]       [**]     [**]       [**]      [**]     [**]         [**]
37) Raised Floor Cooling                        [**]       [**]     [**]       [**]      [**]     [**]         [**]
38) Connection between NIC Card and LAN         [**]       [**]     [**]       [**]      [**]     [**]         [**]
39) Network Cabling and Wiring - Within
    the Facility                                [**]       [**]     [**]       [**]      [**]     [**]         [**]
40) Interconnecting Cabling and Wiring -
    Between Amdocs Facilities                   [**]       [**]     [**]       [**]      [**]     [**]         [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
affiliated companies only and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        3

<PAGE>

Schedule D.1 - Financial and Operational        Agreement Number: 20070319.002.C
Responsibility Matrix                            Schedule D.1 - Responsibilities

<TABLE>
<S>                                         <C>      <C>     <C>           <C>     <C>









    STORAGE HARDWARE AND MEDIA
    (AT&T SITES)

41) Storage Hardware (e.g., Disk, Tape
    Drives, Tape Automation, Silos,
    Virtual Tape Environment, SAN
    Equipment, etc.)                          [**]    [**]       [**]       [**]      [**]
42) Storage Hardware Leases                   [**]    [**]       [**]       [**]      [**]
43) Storage Management Software               [**]    [**]       [**]       [**]      [**]
44) Tapes Including Off-Site Storage and
    Mailing / Shipping                        [**]    [**]       [**]       [**]      [**]

    DATA NETWORK

45) Network Hardware in AT&T Sites/AT&T
    Facilities:  Routers, LAN hubs, LAN
    switches, DSU's, Firewalls,
    Multiplexers, DNS Servers, WINS
    Servers, DHCP Servers, PDC's, BDC's,
    Network Gateways, Voice/FAX over IP
    Gateways                                  [**]    [**]       [**]       [**]      [**]
46) Network Hardware Leases in AT&T
    Sites/AT&T Facilities                     [**]    [**]       [**]       [**]      [**]
47) Network Equipment between AT&T
    Facilities                                [**]    [**]       [**]       [**]      [**]
48) Data Network Connections between AT&T
    and Supplier Facilities (i.e. T1s,
    DS3, 56K) up to the demarcation point
    at the respective Facility                [**]    [**]       [**]       [**]      [**]
49) Network Software Associated with
    Network Hardware at AT&T Sites/AT&T
    Facilities                                [**]    [**]       [**]       [**]      [**]
50) Network Hardware and Software at
    Supplier Facilities that IS NOT
    associated with connections               [**]    [**]       [**]       [**]      [**]
51) Network Hardware and Software at
    Supplier Facilities that IS associated
    with connections                          [**]    [**]       [**]       [**]      [**]

    VOICE NETWORK

52) Supplier Facilities                       [**]    [**]       [**]       [**]      [**]
53) AT&T Sites/AT&T Facilities                [**]    [**]       [**]       [**]      [**]

    VIDEO NETWORK

<CAPTION>









<S>                                         <C>          <C>      <C>      <C>          <C>     <C>       <C>
    STORAGE HARDWARE AND MEDIA
    (AT&T SITES)

41) Storage Hardware (e.g., Disk, Tape
    Drives, Tape Automation, Silos,
    Virtual Tape Environment, SAN
    Equipment, etc.)                            [**]       [**]     [**]       [**]      [**]     [**]         [**]
42) Storage Hardware Leases                     [**]       [**]     [**]       [**]      [**]     [**]         [**]
43) Storage Management Software                 [**]       [**]     [**]       [**]      [**]     [**]         [**]
44) Tapes Including Off-Site Storage and
    Mailing / Shipping                          [**]       [**]     [**]       [**]      [**]     [**]         [**]

    DATA NETWORK

45) Network Hardware in AT&T Sites/AT&T
    Facilities:  Routers, LAN hubs, LAN
    switches, DSU's, Firewalls,
    Multiplexers, DNS Servers, WINS
    Servers, DHCP Servers, PDC's, BDC's,
    Network Gateways, Voice/FAX over IP
    Gateways                                    [**]       [**]     [**]       [**]      [**]     [**]         [**]
46) Network Hardware Leases in AT&T
    Sites/AT&T Facilities                       [**]       [**]     [**]       [**]      [**]     [**]         [**]
47) Network Equipment between AT&T
    Facilities                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
48) Data Network Connections between AT&T
    and Supplier Facilities (i.e. T1s,
    DS3, 56K) up to the demarcation point
    at the respective Facility                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
49) Network Software Associated with
    Network Hardware at AT&T Sites/AT&T
    Facilities                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
50) Network Hardware and Software at
    Supplier Facilities that IS NOT
    associated with connections                 [**]       [**]     [**]       [**]      [**]     [**]         [**]
51) Network Hardware and Software at
    Supplier Facilities that IS associated
    with connections                            [**]       [**]     [**]       [**]      [**]     [**]         [**]

    VOICE NETWORK

52) Supplier Facilities                         [**]       [**]     [**]       [**]      [**]     [**]         [**]
53) AT&T Sites/AT&T Facilities                  [**]       [**]     [**]       [**]      [**]     [**]         [**]

    VIDEO NETWORK
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
affiliated companies only and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        4

<PAGE>

Schedule D.1 - Financial and Operational        Agreement Number: 20070319.002.C
Responsibility Matrix                            Schedule D.1 - Responsibilities

<TABLE>
<S>                                         <C>      <C>     <C>           <C>     <C>









54) Video Hardware and Software between
    AT&T Locations                            [**]    [**]       [**]       [**]      [**]
55) Video Services between AT&T Locations     [**]    [**]       [**]       [**]      [**]

    DESKTOP / LAPTOP / WORKSTATIONS AND
    RELATED INFRASTRUCTURE FOR SUPPLIER
    PERSONNEL IN AT&T SITES/FACILITIES

56) Network Printers at AT&T Sites/AT&T
    Facilities                                [**]    [**]       [**]       [**]      [**]
57) Desktop / Laptop / Workstations           [**]    [**]       [**]       [**]      [**]
58) Desktop Third Party Software (e.g.,
    Microsoft Operating System Software,
    Microsoft Office, IDM Panagon)            [**]    [**]       [**]       [**]      [**]
59) Miscellaneous Consumable Supplies
    (e.g., Paper, Print Toner, etc.)          [**]    [**]       [**]       [**]      [**]
60) Cell phones, Blackberries, Pagers and
    Fax Machines (Note 5)                     [**]    [**]       [**]       [**]      [**]

    DESKTOP / LAPTOP / WORKSTATIONS AND
    RELATED INFRASTRUCTURE FOR SUPPLIER
    PERSONNEL IN NON-AT&T SITES/FACILITIES

61) Network Printers at non-AT&T
    Sites/non-AT&T Facilities                 [**]    [**]       [**]       [**]      [**]
62) Desktop / Laptop / Workstations at
    non-AT&T Sites/non-AT&T Facilities        [**]    [**]       [**]       [**]      [**]
63) Desktop Third Party Software (e.g.,
    Microsoft Operating System Software,
    Microsoft Office, IDM Panagon)            [**]    [**]       [**]       [**]      [**]
64) Miscellaneous Consumable Supplies
    (e.g., Paper, Print Toner, etc.)          [**]    [**]       [**]       [**]      [**]
65) Cell phones, Blackberries, Pagers and
    Fax Machines                              [**]    [**]       [**]       [**]      [**]

    MISCELLANEOUSTHIRD PARTY CONTRACTS

66) Third Party Contracts not related to
    any of the above categories (Note 4)      [**]    [**]       [**]       [**]      [**]

<CAPTION>









<S>                                         <C>          <C>      <C>      <C>          <C>     <C>       <C>
54) Video Hardware and Software between
    AT&T Locations                              [**]       [**]     [**]       [**]      [**]     [**]         [**]
55) Video Services between AT&T Locations       [**]       [**]     [**]       [**]      [**]     [**]         [**]

    DESKTOP / LAPTOP / WORKSTATIONS AND
    RELATED INFRASTRUCTURE FOR SUPPLIER
    PERSONNEL IN AT&T SITES/FACILITIES

56) Network Printers at AT&T Sites/AT&T
    Facilities                                  [**]       [**]     [**]       [**]      [**]     [**]         [**]
57) Desktop / Laptop / Workstations             [**]       [**]     [**]       [**]      [**]     [**]         [**]
58) Desktop Third Party Software (e.g.,
    Microsoft Operating System Software,
    Microsoft Office, IDM Panagon)              [**]       [**]     [**]       [**]      [**]     [**]         [**]
59) Miscellaneous Consumable Supplies
    (e.g., Paper, Print Toner, etc.)            [**]       [**]     [**]       [**]      [**]     [**]         [**]
60) Cell phones, Blackberries, Pagers and
    Fax Machines (Note 5)                       [**]       [**]     [**]       [**]      [**]     [**]         [**]

    DESKTOP / LAPTOP / WORKSTATIONS AND
    RELATED INFRASTRUCTURE FOR SUPPLIER
    PERSONNEL IN NON-AT&T SITES/FACILITIES

61) Network Printers at non-AT&T
    Sites/non-AT&T Facilities                   [**]       [**]     [**]       [**]      [**]     [**]         [**]
62) Desktop / Laptop / Workstations at
    non-AT&T Sites/non-AT&T Facilities          [**]       [**]     [**]       [**]      [**]     [**]         [**]
63) Desktop Third Party Software (e.g.,
    Microsoft Operating System Software,
    Microsoft Office, IDM Panagon)              [**]       [**]     [**]       [**]      [**]     [**]         [**]
64) Miscellaneous Consumable Supplies
    (e.g., Paper, Print Toner, etc.)            [**]       [**]     [**]       [**]      [**]     [**]         [**]
65) Cell phones, Blackberries, Pagers and
    Fax Machines                                [**]       [**]     [**]       [**]      [**]     [**]         [**]

    MISCELLANEOUSTHIRD PARTY CONTRACTS

66) Third Party Contracts not related to
    any of the above categories (Note 4)        [**]       [**]     [**]       [**]      [**]     [**]         [**]
</TABLE>


                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
affiliated companies only and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        5

<PAGE>

Schedule D.1 - Financial and Operational        Agreement Number: 20070319.002.C
Responsibility Matrix                            Schedule D.1 - Responsibilities

    [**]
    [**]
    [**]
    [**]
    [**]
    [**]

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
affiliated companies only and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        6
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.3 - AT&T Rules

                                  SCHEDULE D.3

                                   AT&T RULES

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.

                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.3 - AT&T Rules

As referenced in SECTION 6.3 - AT&T RULES/EMPLOYEE SAFETY of the Agreement, the
following addresses work policies/rules and security.

1.   WORK POLICIES AND RULES

     a.   During the performance of Services, representatives of Amdocs,
          including its employees and subcontractors ("Amdocs Representatives")
          shall adhere to AT&T work rules and policies, including but not
          limited to those specified in the AT&T Code Of Business Conduct, as
          amended from time to time.

     b.   Without limiting the Amdocs obligation in clause (a), Amdocs shall
          ensure that the personal conduct and comments in the workplace of
          Amdocs Representatives support a professional environment which is
          free of inappropriate behavior, language, joke or actions which could
          be perceived as sexual harassment or as biased, demeaning, offensive,
          derogatory to others based upon race, color, religion, national
          origin, sex, age, sexual orientation, marital status, veteran's status
          or disability. Amdocs further agrees that Amdocs Representatives will
          refrain from words or conduct that is threatening and/or disrespectful
          of others.

     c.   Without limiting Amdocs' obligation in clauses (a) or (b), if AT&T
          provides Amdocs Representatives access to its computer systems, Amdocs
          agrees (i) to use such systems in a professional manner, (ii) to use
          such systems only for business purposes and solely for the purposes of
          performing under the Agreement, (iii) to use such systems in
          compliance with AT&T's applicable standards and guidelines for
          computer systems use, as outlined in AT&T's Security Policies and
          Procedures, and (iv) to use password devices, if applicable and if
          requested by AT&T. Without limiting the foregoing, any access provided
          by AT&T, or by virtue of the presence of Amdocs Representatives at
          AT&T locations, including but not limited to access to intranet and
          internet services, shall not be used for personal purposes or for any
          purpose which is not directly related to the Services. Amdocs agrees
          that Amdocs Representatives must have a valid AT&T business reason to
          access the intranet and/ or the internet from within AT&T's private
          corporate network.

2.   ACCESS

     a.   When appropriate, Amdocs shall have reasonable access to AT&T's
          premises to enable Amdocs to perform its obligations under the
          Agreement. Amdocs shall coordinate such access with AT&T's designated
          representative prior to visiting such premises. Amdocs will ensure
          that only employees or subcontractors of Amdocs will be allowed to
          enter AT&T's premises. If AT&T requests Amdocs to discontinue
          furnishing any person provided by Amdocs from performing Services on
          AT&T's premises, in accordance with the terms and conditions of the

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.3 - AT&T Rules

          Agreement, Amdocs shall immediately comply with such request. Such
          person shall leave AT&T's premises immediately and Amdocs shall not
          furnish such person again to perform Services on AT&T's premises
          without AT&T's written consent.

     b.   AT&T may require Amdocs or its Amdocs Representatives to exhibit
          identification credentials, which AT&T may issue to gain access to
          AT&T's premises for the performance of Services. If, for any reason,
          any Amdocs Representative is no longer performing such Services,
          Amdocs shall immediately inform AT&T and promptly deliver to AT&T such
          person's identification credentials, if issued by AT&T. Amdocs agrees
          to comply with AT&T's corporate policy requiring Amdocs
          Representatives to exhibit their company photo identification in
          addition to the AT&T issued photo identification when on AT&T's
          premises.

     c.   Amdocs shall ensure that Amdocs Representatives, while on or off
          AT&T's premises, will perform Services which (i) protect AT&T owned
          Materials, buildings and structures, (ii) does not interfere with
          AT&T's business operations, and (iii) perform such Services with care
          and due regard for the safety, convenience and protection of AT&T, its
          employees, and property and in full conformance with the policies
          specified in the AT&T Code of Business Conduct, which prohibits the
          possession of a weapon or an implement which can be used as a weapon
          (a copy of the AT&T Code of Business Conduct is available upon
          request).

     d.   Amdocs shall ensure that all persons furnished by Amdocs work
          harmoniously with all others when on AT&T's premises.

3.   SECURITY REQUIREMENTS FOR SYSTEM OR NETWORK ACCESS

Supplier shall comply with these security requirements ("Requirements") to have
access to AT&T's computers, computer peripherals, computer communications
networks, computer systems/applications/software, network elements and their
support systems, and the information stored, transmitted, or processed using
these resources ("Information Resources.") "User" means any individual
performing services under the Agreement, whether as an employee, approved
subcontractor, or agent of Supplier. "AT&T Sponsor" means the AT&T management
employee responsible for the oversight of the services provided by Supplier.

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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.3 - AT&T Rules

A.   COMPLIANCE WITH LAW AND GENERAL POLICY.

Suppliers must comply with the "AT&T Corporate Information Security Policy" as
set forth on Exhibit 1. Suppliers must protect AT&T Information Resources and
AT&T proprietary or confidential data or information in accordance with the
terms and conditions of the Agreement (including any separate confidentiality
agreements), and must comply with all applicable international, federal, state,
and local laws and regulations related to use of Information Resources and
protection of AT&T's data or information. Supplier is responsible for ensuring
that all Users it employs or contracts with comply with these Requirements.
Additionally, regarding its Users, Supplier shall:

1.   Ensure that all Users are covered by a legally binding obligation that
     protects AT&T's proprietary and confidential information and are briefed on
     these Requirements. Perform a satisfactory background check on each User
     performing services full time for AT&T (except Supplier's performing
     services prior to the effective date of this addendum) prior to allowing
     the User to access an Information Resource, subject to the following:

     (a)  in the event AT&T has an immediate need for a specific User and such
          User has not yet received such a background check, Supplier will be
          entitled to perform services for AT&T with AT&T's prior written
          consent;

     (b)  with respect to Users located outside of the United States and
          expatriate resources located in the United States, Supplier will
          perform such background check to the extent permissible under
          applicable law (including any laws governing rehabilitation, privacy
          and disclosure);

     (c)  with respect to Users located outside of the United States that were
          hired by Supplier prior to undergoing such background check, such
          Users will be entitled to commence performing services for AT&T,
          provided that such background check is performed as soon as reasonably
          possible and that the continued employment of such Users on AT&T's
          projects is subject to the successful completion of such background
          check.

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

B.   AUDITS.

Upon at least one week's notice from AT&T, and subject to reasonable security
requirements of Supplier, Supplier shall provide AT&T's designated
representatives, if under a commercially reasonable nondisclosure agreement with
both AT&T and Supplier, with access to and any assistance that it may require
with respect to the Supplier's

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.3 - AT&T Rules

facilities, systems and software for the purpose of performing commercially
reasonable tests and audits to determine compliance with these Requirements,
including intellectual property audits if applicable, data privacy and security
audits, network scans and audits, and audits or inspections of the services and
related operational processes and procedures, and access to any SAS-70 audits
performed during the term of the Agreement. If Supplier is advised that it is
not in compliance with any aspect of these Requirements, Supplier shall promptly
take actions to comply with the audit findings. If Supplier is substantially in
nonconformance with the foregoing, in addition to any remedies that AT&T may
have, Supplier shall bear the reasonable cost of a re-audit after Supplier
indicates to Sponsor that the audit findings have been remedied. AT&T may audit
or inspect any computer hardware or software used by Users in the performance of
work for AT&T, and may periodically review or monitor any use of Information
Resources by User. As part of any such audits, AT&T and Supplier will work
together and cooperate in order to ensure that AT&T does not access any
information of Supplier's other customers. Any User using AT&T Information
Resources in an inappropriate manner may be subject to removal from the AT&T
account, and to any other legal remedies AT&T may have.

C.   PRIVACY OF CUSTOMER INFORMATION.

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

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

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

3.   Incorporate Customer Information into any database other than in a database
     maintained exclusively for the storage of AT&T's Customer Information;

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

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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 5

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.3 - AT&T Rules

D.   NOTIFICATION OF SECURITY BREACH.

Supplier will immediately notify AT&T Sponsor of any breach of these
Requirements, including any breach that allows or could allow a third party to
have access to any Customer Information, including but not limited to the
following:

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

     Bank account numbers
     Mother's maiden name
     Application PIN or password
     Tax identification number
     Credit information
     AT&T Account Information

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 6

<PAGE>

                                                  Agreement Number 20070319.02.C
                                                                    Schedule D.3
                                                                      AT&T Rules

E.   INFORMATION SECURITY PROGRAM (CISP)

Supplier shall adhere to the security requirements described in Exhibit 2.
Security requirements apply to all "Supplier system components" which is defined
as any network component or server, or application included or directly
connected to the AT&T Customer Cardholder data environment. Network components
include, but are not limited to firewalls, switches, routers, wireless access
points, network appliances, or other appliances. Servers include, but not
limited to, web database, authentication, and DNS mail proxy. Applications
include all purchased and custom applications including internal and external
web applications.

Supplier expressly warrants that it will not store any AT&T Wireless Cardholder
data on any Supplier owned system component. Supplier expressly warrants that it
will not transmit any AT&T Wireless Cardholder data across open public networks.

In the event that Supplier causes harm due to material breach of such warranties
or Supplier's other obligations hereunder that causes a AT&T Wireless customer's
cardholder information to be compromised, it shall be liable for all penalties,
or expenses incurred as a result of such a compromise.

F.   RETURN OR DESTRUCTION OF DATA.

At the termination or expiration of the Agreement or when there is no longer a
business need or data retention requirement, or at the request of AT&T, and in
accordance with all laws, Supplier will either return, or purge and destroy at
AT&T's direction, all AT&T data, including Customer Information from Supplier's
and User's own information resources, according to AT&T standards, and will
notify AT&T when this has been accomplished.

G.   CHANGES.

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

H.   WAIVER AND EFFECT.

By accepting these Requirements, Supplier agrees to comply fully with all the
Requirements. If Supplier wishes to provide AT&T with services that are not in
full

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 7

<PAGE>

                                                  Agreement Number 20070319.02.C
                                                                    Schedule D.3
                                                                      AT&T Rules

compliance with the Requirements, it shall request and negotiate with the AT&T
Sponsor a written waiver.

I.   REMEDIES.

Failure of Supplier to comply with the Requirements may result in AT&T's
terminating the Agreement and exercising any other legal rights it may have.

J.   CONFLICTS/NON-INTEGRATION.

These Requirements are intended to supplement and not replace any written
agreements that the Supplier may enter into with AT&T. In the event of a
conflict between these Requirements and a signed written agreement between the
parties, the signed written agreement shall control. In the event there is a
conflict between these Requirements and any oral agreement between the parties,
these Requirements shall control.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 8

<PAGE>

                                                  Agreement Number 20070319.02.C
                                                                    Schedule D.3
                                                                      AT&T Rules

EXHIBIT 1

                   AT&T CORPORATE INFORMATION SECURITY POLICY
               COMPLIANCE BY BUSINESS PARTNERS, VENDORS, SUPPLIERS

It is the policy of AT&T Wireless to take active steps to ascertain any
identified or suspected risks to the electronic information and services of the
company through the use of, providing external access to, outsourcing to or
employment of Suppliers. Acceptance of this exhibit is an explicit assertion of
compliance with each of the individual provisions as enumerated within this
exhibit. Notwithstanding the foregoing, in lieu of compliance with each of the
provisions enumerated below, Supplier is entitled to verify its compliance with
International Standard ISO17799 and with generally accepted security practices
in Supplier's industry. Supplier hereby confirms that Israeli Institute of
Standards (authorized for issuing ISO certifications) has found the Amdocs group
of companies to be compliant with ISO17799 and that Supplier is in the process
of obtaining written certification of such compliance, and that Supplier
complies with generally accepted security practices in Supplier's industry.

In addition to compliance with the AT&T Security Policies, generally accepted
practices will apply and includes control objectives and security practices
from: International Standard ISO17799, the Information Systems Audit and Control
Association. Supplier acknowledges Exhibit 1 is not a comprehensive list and
shall refer ISO 17799:2005 for more information.

Security Compliance Requirements

     [**]

EXHIBIT 2

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
 within those companies or for distribution outside those companies, except by
                               written agreement.


                                     Page 9
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Schedule D.4 - AT&T Sites

Schedule D.4 - AT&T Sites

1125 E. CAMPBELL ROAD
RICHARDSON, TX 75081

17330 PRESTON RD
DALLAS, TX 75252

5601 LEGACY DRIVE
BUILDING A
PLANO, TX 75024

                      RESTRICTED - PROPRIETARY INFORMATION

  Information contained herein is for use only by authorized employees of AT&T
  Services Inc. and AMDOCS, Inc, and is not for general distribution within or
                        outside the respective companies


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                               Schedule E - Third Party Software

SCHEDULE E - THIRD PARTY SOFTWARE

<TABLE>
<CAPTION>
SOFTWARE NAME   VENDOR   VERSION
- -------------   ------   -------
<S>             <C>      <C>
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
[**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 1 of 2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                               Schedule E - Third Party Software

SCHEDULE E - THIRD PARTY SOFTWARE

PUBLIC DOMAIN SOFTWARE - HP PLATFORM

The following table lists the GNU / Public Domain software:

<TABLE>
<CAPTION>
SOFTWARE COMPONENT   VER.   DESCRIPTION
- ------------------   ----   -----------
<S>                  <C>    <C>
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]       [**]
[**]                 [**]
[**]                 [**]       [**]
</TABLE>

SUPPLIER UNDERSTANDS AND ACKNOWLEDGES THAT, WITH RESPECT TO GNU AND PUBLIC
DOMAIN SOFTWARE, AT&T HAS [**].

NOTE: AT&T shall be responsible for all Third Party Software used in connection
with the [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 2 of 2
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

                                   SCHEDULE F

                                 SERVICE LEVELS

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0  GENERAL..............................................................     1
2.0  DEFINITIONS..........................................................     1
3.0  ATTACHMENTS..........................................................     1
4.0  REPORTING............................................................     1
5.0  SERVICE LEVEL [**]...................................................     2
6.0  [**].................................................................
7.0  NOTICE OF ADDITIONS, DELETIONS AND MODIFICATIONS.....................     3
8.0  ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS....     4
9.0  ADDITIONS AND DELETIONS OF KEY MEASUREMENTS..........................     5
10.0 CRITICAL DELIVERABLES................................................     6
11.0 COMMENCEMENT OF OBLIGATIONS..........................................     6
12.0 COOPERATION..........................................................     6
13.0 ANNUAL ASSESSMENT AND ADJUSTMENT.....................................     6
14.0 TIMES................................................................     7
15.0 CHANGE MANAGEMENT OF SERVICE LEVELS..................................     7
16.0 GRACE PERIODS........................................................     8
17.0 EXCEPTIONS...........................................................     8
18.0 GENERAL..............................................................     9
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

                                 SERVICE LEVELS

1.0 GENERAL

This Schedule sets forth certain quantitative Critical Service Levels (also
referred to herein as "CSLS") and Key Measurements (also referred to herein as
"KMS") and Critical Deliverables against which Amdocs' performance shall be
measured. As of the Commencement Date, Amdocs will perform the Services at or
above the performance levels described in this Schedule.

2.0 DEFINITIONS

Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules (including ATTACHMENT E to
this SCHEDULE F).

3.0 ATTACHMENTS

The following Attachments are hereby incorporated by reference:

ATTACHMENT A: Service Level Matrix for Critical Service Levels and Key
              Measurements

ATTACHMENT B: Service Level Definitions

ATTACHMENT C: Critical Deliverables

ATTACHMENT D: Critical Batch Processing Jobs (at Effective Date)

ATTACHMENT E: SLA Terms and Glossary

4.0 REPORTING

Unless otherwise specified in this Schedule, each Critical Service Level and Key
Measurement shall be measured and reported on a monthly basis beginning on the
Commencement Date. By the [**], Amdocs shall provide to AT&T, [**], AT&T shall
[**].

Amdocs shall provide [**], and Amdocs shall provide [**].

Amdocs will [**] for which Amdocs [**] meet the Service Levels by:

1.   Promptly [**];

2.   Promptly [**];

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        1

<PAGE>


                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

3.   Using [**] as soon as practicable;

4.   Advising AT&T [**];

5.   Providing [**]; and

6.   Making [**].

5.0  SERVICE LEVEL [**]

In the event of a Service Level Failure in respect of Critical Service Levels,
Amdocs shall [**]:

1.   [**] the information [**] in the event of a Service Level Failure of a
     Critical Service Level ("SERVICE LEVEL [**]"). For each such Service Level
     Failure, [**]:

          [**]:

          [**]

          For example only, assume that Supplier fails to meet the Minimum
          Service Level with respect to a Critical Service Level [**] and
          consequently a minimum Service Level failure results. Also, assume
          that:

               - [**]

          then the Service Level [**].

2.   [**] In addition, in no event shall the Service Level [**].

3.   If more than one Service Level Failure occurs in a single Measurement
     Period, the [**] Expected Service Level Failure. [**] Expected Service
     Level [**].

4.   If a Minimum Service Level Failure [**] the applicable Service Level [**].
     For clarity, the applicable Service Level [**].

5.   [**], Amdocs shall notify AT&T in writing of any Service Level Failures
     [**] such Service Level Failures, which notice shall be [**]. The monthly
     reports shall also describe [**] the month.

6.   [**] Amdocs will be [**] shall be [**]. For example, the amount of [**]
     with respect to Service Level Failures [**] shall be set forth [**].

6.0  [**]

Amdocs shall have the right to [**]:

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

1.   Within fifteen (15) days after the end of each Contract Year, Amdocs shall
     deliver a report to AT&T that will include, with respect to each Critical
     Service Level for which there was a Service Level Failure during the
     preceding Contract Year, the following:

     1.1. Statistics on Amdocs' monthly performance for each Measurement Period
          during the preceding Contract Year.

     1.2. The Yearly Performance Average.

     1.3. The total [**] Critical Service Level.

2.   If, during the preceding Contract Year, Amdocs achieved a Yearly
     Performance Average in a Critical Service Level that [**] during that
     preceding Contract Year, Amdocs will [**] for that Critical Service Level.
     [**] Service Level [**] for that Service [**].

3.   [**] the monthly invoice reflecting charges for the first month following
     the month [**]. In the case where there will be no further invoices, [**]
     the end of the last month of the Term.

4.   If the Critical Service Level was in effect for less than the entire
     Contract Year, the foregoing process shall be undertaken only with respect
     to the portion of the Contract Year during which the Critical Service Level
     was in effect. If the Agreement or any portion thereof is terminated prior
     to the end of the Term, the foregoing process shall be undertaken only with
     respect to the portion of the Contract Year during which the Agreement was
     in effect.

5.   These [**] provisions shall only affect Amdocs' ability to [**] the
     Agreement or any other AT&T rights or remedies.

7.0  NOTICE OF ADDITIONS, DELETIONS AND MODIFICATIONS

New Critical Service Levels, associated Service Level [**] and Key Measurements
may be added, deleted or modified [**] as specified herein, subject to not
exceeding the Maximum Number of Measurements and not exceeding the maximum
Service Level [**] set forth in PARAGRAPH 4 of SECTION 8.0 below. For example,
additions or substitutions may occur in conjunction with changes to the
environment and the introduction of new Equipment or Software or means of
Service delivery; provided, however, that where such Equipment or Software or
means of Service delivery is a replacement or upgrade of existing technology,
there shall be a presumption of equivalent or improved performance.

AT&T will send written notice to Amdocs at least [**] days prior to the proposed
effective date of any proposed additions, deletions or modifications to
additions, deletions or modifications to

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

Service Levels, which include the movement of Critical Service Levels to Key
Measurements or Key Measurements to Critical Service Levels; or modifications to
individual Service Level [**]. AT&T may send only one such notice, [**].

8.0  ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS

AT&T may add, modify or delete Critical Service Levels as follows:

1.   ADDITIONS. Expected Service Levels and Minimum Service Levels associated
     with added Critical Service Levels will be computed as follows:

     1.1  The Parties shall attempt [**] to agree during a [**] period on an
          Expected Service Level and a Minimum Service Level using, as
          appropriate, industry standard measures or [**].

     1.2. In the event the Parties have been unable to agree pursuant to
          PARAGRAPH 1.1 above, then, [**] Amdocs-provided service measurements
          exist for a particular Service, [**]; the Expected Service Level shall
          then be [**]; and the Minimum Service Level shall be [**].

     1.3  In the event the Service Levels calculated in accordance with the
          preceding paragraph 1.2 would have [**], Amdocs will [**] AT&T; in
          such event, the Parties shall [**];

     1.4. [**] the Parties shall do the following:

          1.4.1 Amdocs shall [**] in accordance with the Change Management
               Procedures.

          1.4.2. [**] as described below, AT&T may at any time in writing
               request [**] the Expected Service Level and Minimum Service
               Level.

          1.4.3. If Amdocs [**] shall be constructed according to the following:
               [**]. By way of example, [**], respectively.

          1.4.4. In the case of a [**].

     1.5. Notwithstanding the foregoing, upon the introduction of new
          Application Software, the Expected Service Level and Minimum Service
          Level for the Availability of such new Application Software shall be
          as defined in the new Application Software Order if such Expected
          Service Level or Minimum Service Level shall be different from the
          Expected Service Level or Minimum Service

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        4

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

          Level for the then existing Application Software. Following
          installation, Amdocs shall [**].

2.   PROMOTIONS AND DEMOTIONS. AT&T may designate existing Critical Service
     Levels as Key Measurements and promote existing Key Measurements to
     Critical Service Levels. Subject to the Service Level [**] within the
     maximum described in PARAGRAPH 4 of this SECTION 8.0 below, AT&T may make
     changes to the Service Level [**] for any Critical Service Level including
     changes necessary to accommodate the addition or deletion of Critical
     Service Levels or Key Measurements. A Key Measurement that is subject to
     the foregoing plan requirement and is promoted to be a Critical Service
     Level will not be subject to Service Level [**] until such time that the
     agreed-upon improvement plan is completed (without regard to the timing
     restraints of SECTION 7.0).

3.   DELETIONS. AT&T may delete Critical Service Levels.

4.   IMPACT OF ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS
     ON SERVICE LEVEL [**]. When adding, modifying or deleting a Critical
     Service Level, AT&T shall [**]. In no event shall [**]. If AT&T adds a
     Critical Service Level [**], the Service Level [**].

9.0  ADDITIONS AND DELETIONS OF KEY MEASUREMENTS

AT&T may add or delete Key Measurements as follows:

1.   ADDITIONS. Expected Service Levels and Minimum Service Levels associated
     with added Key Measurements will be computed as follows:

     1.1  The Parties shall attempt [**] to agree during a [**] on an Expected
          Service Level and a Minimum Service Level using, as appropriate,
          industry standard measures [**].

     1.2. In the event the Parties have been unable to agree pursuant to
          PARAGRAPH 1.1 above, then, [**] of Amdocs provided service
          measurements exist for a particular Service, [**], the Expected
          Service Level shall then be [**] and the Minimum Service Level shall
          be [**].

     1.3. In the event the Service Levels calculated in accordance with the
          preceding PARAGRAPH 1.2 would have [**], Amdocs will [**] AT&T; in
          such event, the Parties shall [**]; or

     1.4. Where the Parties fail to agree (pursuant to PARAGRAPH 1.1) and [**],
          the Parties shall do the following:

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        5

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

          1.4.1 Amdocs shall [**] in accordance with the Change Management
               Procedures.

          1.4.2. [**] as described below, AT&T may at any time in writing
               request [**] the Expected Service Level and Minimum Service
               Level.

          1.4.3. If Amdocs [**] shall be constructed according to the following:
               [**]. By way of example, [**], respectively.

          1.4.4 In the case of [**].

     1.5. Notwithstanding the foregoing, upon the introduction of a new
          Application Software, the Expected Service Level and Minimum Service
          Level of the Key Measurement for the Availability of such Application
          Software shall be as defined in the new Application Software Order if
          such Expected Service Level or Minimum Service Level shall be
          different from the Expected Service Level or Minimum Service Level for
          the then existing Application Software. Following installation, Amdocs
          shall [**].

2.   DELETIONS. AT&T may delete Key Measurements.

10.0 CRITICAL DELIVERABLES

SCHEDULE F, ATTACHMENT C sets forth the [**] in the event the Amdocs [**] as
specified in SCHEDULE F, ATTACHMENT C. [**] shall not be included in the [**]
charges for the month following the month during which [**]. For example, the
[**] shall be set forth in the invoice [**].

11.0 COMMENCEMENT OF OBLIGATIONS

The obligations set forth herein shall commence on the Commencement Date (or, if
later, the date on which Supplier assumes responsibility for the Services in
question in accordance with the Transition Plan); provided, however that Service
Level [**].

12.0 COOPERATION

The achievement of Service Levels may require the coordinated, collaborative
effort of Amdocs with third parties. Amdocs will provide a single point of
contact for the prompt resolution of all Service Level Failures, regardless of
whether the reason for such Service Level Failures was caused by Amdocs.

13.0 ANNUAL ASSESSMENT AND ADJUSTMENT

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        6

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

The Service Levels shall be subject to annual assessment and adjustment in
accordance with this SECTION 13.0. During an annual review within [**] days
after each anniversary of the Commencement Date, the Parties will review the
prior Contract Year's actual performance for the Critical Service Levels and Key
Measurements and [**]. If, during such annual review, the Parties are [**], then
[**] the following methodology shall apply:

1.   AUTOMATIC INCREASE. Expected Service Levels and Minimum Service will be
     [**] and the Service Level as of the date such Service Level was initially
     established under this Agreement (i.e., as of the Effective Date in the
     case of Service Levels established as of the Effective Date) (such increase
     amount referenced as the "ANNUAL AUTOMATIC INCREASE").

2.   SPECIAL RESET FOR MANAGEMENT BY OBJECTIVE BEARING SERVICE LEVELS. In the
     case of any Service Level that corresponds to a service or activity for
     which AT&T has promulgated an MBO (i.e., as of the Effective Date, the
     Accuracy, Timeliness, Clarify and Availability Service Levels), the Minimum
     Service Level of such Service Level shall be [**], provided, however, in
     the event any such re-set Minimum Service Level exceeds the Expected
     Service Level for such Service Level (including any then applicable Annual
     Automatic Increase) by more than [**] over the Term, such excess may [**].

14.0 TIMES

Unless otherwise set forth herein, all references in this Schedule to times
shall refer to local times of applicable location.

15.0 CHANGE MANAGEMENT OF SERVICE LEVELS

1.   The Parties shall follow the procedures specified in this Schedule for
     adding, modifying or deleting Service Levels or otherwise modifying this
     Schedule or its Attachments (each such proposed modification, an "SLA
     CHANGE").

2.   The Parties' Governance Teams shall work together with respect to any SLA
     Change and any associated metrics, and plan for timely implementation of
     the SLA Change, not later than within [**] days of the completion of the
     applicable procedures set forth in this Schedule relating to such SLA
     Change.

3.   Any SLA Change made in accordance with this Schedule shall be documented in
     writing and shall be valid and in effect from the effective date thereof,
     in accordance with the preceding PARAGRAPH 2.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        7

<PAGE>


                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

4.   To the extent AT&T shall require any change in Service Levels not otherwise
     contemplated or provided for under this SCHEDULE F, such change shall be
     subject to the Change Management Procedures.

16.0 GRACE PERIODS

The Parties agree that for certain specified time periods based on calendar days
(each a "GRACE PERIOD"), Amdocs' obligation for Service Level [**] with respect
to certain CSLs may be [**] upon the occurrence of certain events that the
Parties recognize will [**]. During the applicable Grace Period, (i) Amdocs
[**], and (ii) [**], provided, however, that during any Grace Period, Amdocs
[**] of the Agreement, and [**]. Table 6 below summarizes the [**] Events and
related Grace Periods and [**] CSLs.

TABLE 6

<TABLE>
<CAPTION>
 #    [**] EVENT   GRACE PERIOD   [**]CSLS
- ---   ----------   ------------   --------
<S>   <C>          <C>            <C>
1.       [**]          [**]         [**]
2.       [**]          [**]         [**]
</TABLE>

17.0 EXCEPTIONS

Without derogating from and subject to the provisions of SECTION 10.2 of the
Agreement, Amdocs shall only be responsible for a Service Level [**] for (i)
failure to meet an Service Level to the extent that such failure is attributable
to a root cause under Amdocs' responsibility, or (ii) to the extent that such
failure is not directly attributable to any of the following:

1.   [**], for which [**];

2.   [**] in advance that [**];

3.   Circumstances that excuse performance in connection with a Force Majeure
     Event as specified in SECTION 18.2 of the Agreement;

4.   Execution of the Business Continuity Plan, SCHEDULE D, PART 2, in support
     of a AT&T declared disaster;

5.   [**]; and

6.   [**] under this Agreement, of which Amdocs has [**].

                      RESTRICTED - PROPRIETARY INFORMATION
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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        8

<PAGE>


                                                Agreement Number: 20070319.002.C
                                                     Schedule F - Service Levels

Any situation which may constitute an exception or escalation will be handled
using the escalation procedures defined in SCHEDULE D, PART 4 and in a manner
consistent with SECTION 10.2 of the Agreement.

18.0 GENERAL

Except in the case of CSLs which encompass common activities (e.g., Billing
Timeliness CSLs), if a single incident [**] impacts multiple CSLs and results in
multiple Service Level [**], AT&T shall [**].

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                     companies except by written agreement.


                                        9
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment A
                                                       Service Level Definitions

                                   SCHEDULE F
                                  ATTACHMENT A
                              SERVICE LEVEL MATRIX

                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>


                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment A
                                                       Service Level Definitions

CRITICAL SERVICE LEVELS

Unless otherwise expressly specified below Service Levels are applicable from
the Commencement of Services. All Service Levels are subject to annual
assessment and adjustment in accordance with Section 13 of Schedule F.

<TABLE>
<S>                                                               <C>
TOTAL MONTHLY AT RISK AMOUNT -% OF MONTHLY CHARGES                     [**]%
POOL PERCENTAGE AVAILABLE FOR ALLOCATION - EXPRESSED AS A % OF    [AS DEFINED IN
   THE TOTAL MONTHLY AT RISK AMOUNT                                ATTACHMENT E]
</TABLE>

<TABLE>
<CAPTION>


Service
Level                                    Measurement   Subject     Service
No.                 Expected   Minimum      Period     to [**]   Level [**]
- -------             --------   -------   -----------   -------   ----------
<S>       <C>       <C>        <C>       <C>           <C>       <C>
 1)       [**]        [**]       [**]        [**]       [**]        [**]
 2)       [**]        [**]       [**]        [**]       [**]        [**]
 3)       [**]        [**]       [**]        [**]       [**]        [**]
 4)       [**]        [**]       [**]        [**]       [**]        [**]
 5)       [**]        [**]       [**]        [**]       [**]        [**]
 6)       [**]        [**]       [**]        [**]       [**]        [**]
 7)       [**]
 8)       [**]
                      [**]       [**]        [**]       [**]        [**]
 9)       [**]        [**]       [**]        [**]       [**]        [**]
                                                                    [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
   Affiliated Companies, and is not for distribution within or outside those
                                   companies.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment A
                                                       Service Level Definitions
KEY MEASUREMENTS

<TABLE>
<CAPTION>
                    Commencement Date +                        Measurement
 Key Measurement           months         Expected   Minimum       Period
 ---------------    -------------------   --------   -------   -----------
<S>                 <C>                   <C>        <C>       <C>
1 [**]                 [**]               [**]         [**]       [**]
2 [**]                                                            [**]
3 [**]                 [**]               [**]         [**]       [**]
4 [**]                                    [**]         [**]       [**]
</TABLE>

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
   Affiliated Companies, and is not for distribution within or outside those
                                   companies.


                                        3
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

                                   SCHEDULE F

                                  ATTACHMENT B

                            SERVICE LEVEL DEFINITIONS

                      RESTRICTED - PROPRIETARY INFORMATION
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                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
I.    CRITICAL SERVICE LEVELS...............................................   1

   TELEGENCE BILLING OPERATIONS AND [**] SUPPORT:                              1

   1. SYSTEM AVAILABILITY                                                      1

   2. BILLING ACCURACY                                                         2

   3. MAIN BILLING TIMELINESS -AT K-2                                          2

   4. REMAINING BILLING TIMELINESS -                                           2

   -  CONTRACT YEAR 1 (AT K+5)                                                 2

   -  POST CONTRACT YEAR 1 (AT K+3)                                            2

   5. CORRECTABLE BILLING TIMELINESS                                           3

   6. CLARIFY CASE / REMEDY TICKET MANAGEMENT                                  3

   7. RESERVED                                                                 4

   8. ON-TIME SUCCESSFUL COMPLETION OF CRITICAL BATCH PROCESSING JOBS          4

   9. OUT OF CYCLE USAGE                                                       4

II.   KEY MEASUREMENTS......................................................   5

   1. WEBTRAX WORK REQUEST MANAGEMENT                                          5

   2. RESOLUTION OF HIGH SEVERITY AND CRITICAL CLARIFY CASES                   6

   3. USAGE NOT BILLED                                                         6

   4. CLARIFY TICKET VOLUME (AVERAGE IN TELEGENCE IN QUEUE/WIP)                6
</TABLE>

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                     companies except by written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

I.   CRITICAL SERVICE LEVELS

     This Section sets forth qualitative descriptions of, and definitions for,
     the Critical Service Levels.

     TELEGENCE BILLING OPERATIONS AND [**] SUPPORT:

          It is essential to AT&T's business that Supplier (i) meet its
          obligations to provide quality Services, including Billing Operations,
          End of Day Operations, MPS Operations (excluding Bill Dats), Billing
          [**], MPS/G&R/CIBER [**], WLNP/Numbers [**], A/R [**], CSM [**], and
          Rejects Operations (as set forth in Schedule A), and (ii) to meet key
          business Deliverables.

          AT&T's problem management system (VANTIVE), system log files and
          scheduling software will be used to calculate downtime. If downtime is
          not recorded in the problem management system or is disputed, system
          logs will be utilized to calculate total downtime

     1.   SYSTEM AVAILABILITY

          This Service Level measures availability of the Application System to
          End Users. The Application System will be deemed available to End
          Users when the Application System can be accessed and used by the End
          Users from the initial display of the screen to the correct completion
          of an on-line transaction.

          System availability will be calculated by dividing the time of actual
          availability of the Application Software divided by total scheduled
          availability, in each case over the Measurement Period. Availability
          will be measured in minutes and the result will be expressed as a
          percentage.

          The scheduled availability will exclude downtime for regularly
          scheduled maintenance, mutually agreed downtime (such as for system
          releases and conversion) and downtime caused solely by activities of
          parties other than Supplier unless they are operating as a
          Subcontractor of Supplier or under Supplier's instruction.

          Data Source: Cingular Availability Team reporting (IMPMR).

     2.   BILLING ACCURACY

          This Service Level measures the accuracy of customer invoices [**].

                      RESTRICTED - PROPRIETARY INFORMATION
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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

          Such measurement shall be calculated by dividing the number of
          accurate customer invoices by the total number of invoices, in each
          case over the Measurement Period.

          Data source: Webtrax Report.

     3.   MAIN BILLING TIMELINESS -AT K-2

          This Service Level measures the percentage of bills transmitted by
          Supplier to the appropriate downstream interface on or before K-2.

          Such measurement shall be calculated by dividing the total number of
          bills transmitted on or before K-2 by the total number of bills, in
          each case over the Measurement Period.

          "K" shall mean two calendar days following the related "T." "T", as
          referenced in a Service Level, shall mean the date that billing data
          files are due to be delivered by Supplier to all Telegence downstream
          systems, including AT&T applications for Combined Billing; Print
          Vendor; Electronic Billing Presentment and Payment Applications; and
          Downstream Financial Systems. Thus, K-2 = T. K - 2 means 2 days before
          K.

     4.   REMAINING BILLING TIMELINESS -

          -    CONTRACT YEAR 1 (AT K+5)

          This Service Level shall be applicable during Contract Year 1 and
          measures the percentage of bills transmitted by Supplier to the
          appropriate downstream interface on or before K+5.

          Such measurement shall be calculated by dividing the total number of
          bills transmitted on or before K+5 by the total number of bills, in
          each case over the Measurement Period.

          "K" and "T" shall have the meaning defined above. K +5 means 5 days
          after K.

          -    POST CONTRACT YEAR 1 (AT K+3)

          This Service Level shall be applicable following Contract Year 1 and
          measures the percentage of bills transmitted by Supplier to the
          appropriate downstream interface on or before K+3.

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                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

          Such measurement shall be calculated by dividing the total number of
          bills transmitted on or before K+3 by the total number of bills, in
          each case over the Measurement Period.

          "K" and "T" shall have the meaning defined above. K +3 means 3 days
          after K.

     5.   CORRECTABLE BILLING TIMELINESS

          This Service Level measures the percentage of bills that are corrected
          and returned to the appropriate downstream biller within [**] of
          notification or receipt from a downstream biller.

          "Correctable," as used in this Service Level references a bill that
          has been returned from a downstream biller (excluding the fulfillment
          vendor) that must be corrected prior to billing to the ultimate
          customer.

          Such measurement shall be calculated by dividing the number of bills
          so timely corrected and returned by the total number of Correctable
          bills, in each case over the Measurement Period.

     6.   CLARIFY CASE / REMEDY TICKET MANAGEMENT

          This Service Level measures the timely resolution by Supplier of
          customer issues received through AT&T's Clarify and Remedy systems.
          Data will be collected daily and calculated on a monthly basis. The
          number of days from case or ticket creation to case or ticket
          resolution (from the customer perspective) for timely resolution of
          specific types (Billing, Unable to Complete Transaction, WLNP, Numbers
          Management) are as follows:

          Billing: [**] days

          Unable to Complete Transaction:[**] days

          Other (not otherwise characterized): [**] days

          WLNP:[**] days

          Numbers Management: [**] days

          Such measurement shall be calculated by dividing the number of Clarify
          or Remedy cases or tickets so resolved within the applicable time
          period for timely resolution by the total number of Clarify or Remedy
          cases or tickets, in each case over the Measurement Period.

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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

          Data Source: Daily Extract Clarify System / Daily open report from
          Remedy.

     7.   RESERVED

     8.   ON-TIME SUCCESSFUL COMPLETION OF CRITICAL BATCH PROCESSING JOBS

          This Service Level measures the percentage of Critical Batch
          Processing Jobs successfully completed prior to the applicable
          delivery time over the Measurement Period.

          Such measurement shall be calculated by dividing the number of
          Critical Batch Processing Jobs so completed prior to such time by the
          total number of Critical Batch Processing Jobs, in each case over the
          Measurement Period.

          Data Source: Performance data base.

     9.   OUT OF CYCLE USAGE

          This Service Level measures billable Call Detail Records ("CDRs") that
          contain errors and were not recovered in time for their initially
          intended invoice but were recovered in time for billing in accordance
          with AT&T billing practice.

          Such measurement shall be calculated by dividing the number of
          billable CDRs containing errors not recovered in time for their
          initially intended invoice but were recovered in time for billing in
          accordance with AT&T billing practice by the total number of billable
          CDRs, in each case over the Measurement Period. For purposes of the
          foregoing calculation, CDRs received within [**] of the scheduled bill
          cycle close will be excluded.

          Data Source: Metric to be effective upon availability of reportable
          data and establishment of Expected and Minimum Service Levels.

                      RESTRICTED - PROPRIETARY INFORMATION
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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        4

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

II.  KEY MEASUREMENTS

          GENERAL: The intent of the Key Measurements is to address AT&T's
          concerns with respect to the ability of Supplier to support AT&T's
          business requirements. Supplier shall provide the Services described
          below to meet or exceed the Service Levels set forth in Service Level
          Matrix in SCHEDULE F, ATTACHMENT A..

     1.   WEBTRAX WORK REQUEST MANAGEMENT

          Measures the timely resolution of Webtrax Work Requests ("WRs").

          Supplier to service [**]% of WRs according to the following rules, by
          severity:

          CRITICAL SEVERITY

          -    Analyst assigned in Webtrax within [**].

          -    Estimated Time to Repair (ETR) provided within [**].

          -    Worked [**].

          HIGH SEVERITY

          -    Analyst assigned in Webtrax within [**].

          -    ETR provided within [**].

          -    Worked [**].

          -    The severity of the WR will be automatically raised to "critical"
               if not completed within [**].

          MEDIUM SEVERITY

          -    Analyst assigned in Webtrax within [**].

          -    ETR provided within [**].

          -    Worked [**].

          -    The severity of the WR will be automatically raised to "high" if
               not completed within [**].

          LOW SEVERITY

          -    Analyst assigned in Webtrax within [**].

          -    ETR provided within [**].

          -    Worked [**].

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                                        5

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment B
                                                       Service Level Definitions

          -    The severity of the WR will be automatically raised to "high" if
               not completed within [**].

          Escalation by Supplier to an [AT&T Director or designee] will occur
          under the following conditions:

          -    A WR is placed in "awaiting information" status when information
               is needed from a team that does not have such WR.

          -    A WR is reassigned more than [**] times.

          Data Source: Webtrax extracts.

     2.   RESOLUTION OF HIGH SEVERITY AND CRITICAL CLARIFY CASES

          -    Cases or tickets that are characterized as high-severity cases by
               AT&T's customer service organization shall be resolved in [**] or
               less;

          -    Cases or tickets that are characterized as critical severity
               cases by AT&T's customer service organization shall be accepted
               within [**]

          Such measurement shall be calculated by dividing the number of such
          Clarify cases or tickets not so worked or resolved by the total number
          of such Clarify cases or tickets, in each case over the Measurement
          Period.

     3.   USAGE NOT BILLED

          This Service Level measures billable Call Detail Records ("CDRs") that
          contain errors and have not been timely recovered. For this purpose a
          billable CDR shall be deemed timely recovered if recovered in time to
          bill and collect under AT&T billing practice.

          Such measurement shall be calculated by dividing the number of
          billable CDRs containing errors and not timely recovered by the total
          number of billable CDRs, in each case over the Measurement Period. For
          purposes of the foregoing calculation, CDRs received within [**] of
          the scheduled bill cycle close will be excluded.

          Data Source: Metric to be effective upon availability of reportable
          data and establishment of Expected and Minimum Service Levels.

     4.   CLARIFY TICKET VOLUME (AVERAGE IN TELEGENCE IN QUEUE/WIP)

          This Service Level measures the average daily number of Clarify
          tickets in queue/wip assigned to [**], over the Measurement Period.

          Data Source: Daily Extract Clarify System / Daily open report from
          Remedy.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        6
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment C
                                                           Critical Deliverables

                                   SCHEDULE F
                                  ATTACHMENT C

                              CRITICAL DELIVERABLES

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    This information is for use by authorized employees of AT&T, Amdocs, and
     their Affiliated Companies, only, and is not for distribution within or
              outside those companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment C
                                                           Critical Deliverables

                            SCHEDULE F, ATTACHMENT C
                              CRITICAL DELIVERABLES

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.0   CRITICAL DELIVERABLES - INTRODUCTION..................................   2
2.0   POLICY AND PROCEDURES MANUAL..........................................   2
3.0   [**] ACTIVITIES.......................................................   2
</TABLE>

1.0  CRITICAL DELIVERABLES - INTRODUCTION

This Attachment sets forth certain obligations of Amdocs regarding Critical
Deliverables. If Amdocs [**], Amdocs shall [**].

Unless otherwise specified below, Amdocs shall [**], as applicable and as
indicated in this Attachment. For the avoidance of doubt, (i) if the Effective
Date is March 1, 2007, and (ii) if the number of months for delivery of a
Critical Deliverable is [**] after the Effective Date, Amdocs must provide the
Critical Deliverable to AT&T no later than [**]. The Critical Deliverable
Acceptance Criteria and AT&T Sign-off Matrix is indicated in this Attachment.

2.0  POLICY AND PROCEDURES MANUAL

Amdocs shall deliver the Policy and Procedures Manual in stages to AT&T on the
following dates, in accordance with SECTION 9.1 of the Agreement:

          -    Outline of topics - [**] after the Effective Date; and

          -    Final draft - [**] after the Effective Date.

3.0  [**] ACTIVITIES

Amdocs shall be prepared [**] activities provided for in SECTION 7.5 of the
Agreement.

TABLE OF CRITICAL DELIVERABLES

<TABLE>
<CAPTION>
NO.   CRITICAL DELIVERABLE   DATE(S)   DELIVERABLE ($)   FREQUENCY
- ---   --------------------   -------   ---------------   ---------
<S>   <C>                    <C>       <C>               <C>
1.    [**]                   [**]      [**]              [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
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     their Affiliated Companies only, and is not for distribution within or
                             outside those companies


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment C
                                                           Critical Deliverables

<TABLE>
<S>   <C>                    <C>       <C>               <C>
2.    [**]                   [**]      [**]              [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
    This information is for use by authorized employees of AT&T, Amdocs, and
     their Affiliated Companies only, and is not for distribution within or
                             outside those companies


                                        3
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment D
                                                  Critical Batch Processing Jobs

                                   SCHEDULE F
                                  ATTACHMENT D
                         CRITICAL BATCH PROCESSING JOBS

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     their Affiliated Companies, only, and is not for distribution within or
              outside those companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment D
                                                  Critical Batch Processing Jobs

                            SCHEDULE F - ATTACHMENT D

                         CRITICAL BATCH PROCESSING JOBS

<TABLE>
<CAPTION>
                                   SCHEDULE RUN    DESCRIPTION /   AT&T CONTACT /   DATE OF LAST
JOB NAME     FREQUENCY OF RUNS   COMPLETION TIME      PURPOSE           OWNER            RUN
- ----------   -----------------   ---------------   -------------   --------------   ------------
<S>          <C>                 <C>               <C>             <C>              <C>
To be
determined
during the
Transition
Period
</TABLE>

Procedures for administration of the Critical Batch Processing Job
identification and listing of Critical Batch Processing Jobs will be included in
the Policy and Procedures Manual. Until completion of the Policy and Procedures
Manual, AT&T may substitute Critical Batch Processing Jobs on notice to Supplier
and may increase the number Critical Batch Processing Jobs on request of the
AT&T Contract Office based on reasonable business need Unless otherwise agreed
by the Parties based on AT&T business need, the Critical Batch Processing Jobs
shall not exceed [To be determined during the Transition Period]% of the total
batch processing jobs.

AT&T will review the Critical Batch Processing Jobs listing with each new
release of the Application Software and shall verify and may modify such listing
as it deems appropriate.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment E
                                                          SLA Terms and Glossary

                                   SCHEDULE F
                                  ATTACHMENT E
                             SLA TERMS AND GLOSSARY

                      RESTRICTED - PROPRIETARY INFORMATION
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     their Affiliated Companies, only, and is not for distribution within or
              outside those companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment E
                                                          SLA Terms and Glossary

                            SCHEDULE F, ATTACHMENT E
                             SLA TERMS AND GLOSSARY

The following terms when used in the Service Level Schedule (including any
exhibits thereto) with initial capital letters shall have the respective
meanings set forth herein. Terms used with initial capital letters that are not
defined herein shall have the meaning set forth in the Agreement.

CRITICAL BATCH PROCESSING JOBS means those batch processing jobs identified as
     such on SCHEDULE F - ATTACHMENT D, as such listing may be modified from
     time to time in accordance with the procedures applicable thereto.

CRITICAL DELIVERABLES means those deliverables performed on a one-time or
     periodic basis and identified in SCHEDULE F - ATTACHMENT C and for which
     [**]

CRITICAL DELIVERABLES [**] means the [**].

CRITICAL SERVICE LEVELS means those Service Levels identified as such in
     SCHEDULE F - ATTACHMENT A and described in SCHEDULE F - ATTACHMENT B and
     for which a Service Level [**], as they may be modified in accordance with
     Schedule F.

[**] means the [**] as described in SCHEDULE F - SECTION 7.0.

EXPECTED SERVICE LEVEL means the desired level of performance for a Critical
     Service Level or Key Measurement as set forth in SCHEDULE F, ATTACHMENT A
     as defined in SCHEDULE F, ATTACHMENT B.

EXPECTED SERVICE LEVEL FAILURE means and will be deemed to occur whenever [**].

KEY MEASUREMENTS mean those Service Levels identified as such in SCHEDULE F,
     ATTACHMENT A and described in SCHEDULE F, ATTACHMENT B [**].

MAXIMUM NUMBER OF MEASUREMENTS - the maximum number of Critical Service Levels
     allowed at any given time is [**]. The total number of Critical Service
     Levels and Key Measurements at any given time should not exceed [**].

MEASUREMENT WINDOW are times defined for each Critical Service Level, Key
     Measurement and Critical One Time Deliverable defined in SCHEDULE F,
     ATTACHMENT B.

MEASUREMENT PERIOD means [**], unless otherwise noted herein or agreed by the
     Parties.

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     their Affiliated Companies, only, and is not for distribution within or
              outside those companies except by written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                        Schedule F, Attachment E
                                                          SLA Terms and Glossary

MINIMUM SERVICE LEVEL means the minimum level of performance for a Critical
     Service Level or Key Measurement as set forth in SCHEDULE F, ATTACHMENT A
     as defined in SCHEDULE F, ATTACHMENT B.

MINIMUM SERVICE LEVEL FAILURE means and will be deemed to occur whenever
     Suppliers' level of performance for a particular Service Level fails to
     meet the Minimum Service Level for that Service Level [**] during or over
     the Measurement Period, as applicable.

MONTHLY CHARGES means the total charges for Services invoiced by Supplier to
     AT&T in any calendar month.

[**] is calculated as [**].

[**] means the [**].

<TABLE>
<CAPTION>
[**]   [**]
- ----   ----
<S>    <C>
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
</TABLE>

[**] is [**].

SERVICE LEVEL [**] is the [**]. The initial Service Level [**] for Critical
     Service Levels as of the Commencement Date are set forth on SCHEDULE F,
     ATTACHMENT A and may be modified in accordance with the provisions of
     SCHEDULE F.

SERVICE LEVEL FAILURE means a "Minimum Service Level Failure" or "Expected
     Service Level Failure."

YEARLY PERFORMANCE AVERAGE means with respect to each Critical Service Level for
     which a Service Level [**] during the preceding Contract Year, the average
     of Supplier's monthly performances for that Critical Service Level during
     that preceding Contract Year.

                      RESTRICTED - PROPRIETARY INFORMATION
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     their Affiliated Companies, only, and is not for distribution within or
              outside those companies except by written agreement.


                                        3
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

                                   SCHEDULE G

                                 TRANSITION PLAN

                      RESTRICTED - PROPRIETARY INFORMATION
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       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0   Transition Plan......................................................    1
      1.1   Issue Management and Escalation................................    2
2.0   Transition approach..................................................    2
      2.1   Overview.......................................................    3
      2.2 Readiness Assessment.............................................    4
      2.3 Transition Deployment Support Plan...............................    5
      2.4 Production Monitoring............................................    6
      2.5   Contingency Plan...............................................    7
3.0   Organization Plan....................................................    9
      2.1   Organization Analysis..........................................    9
      2.2   Facilities Management Plan.....................................    9
4.0   COMMUNICATION Plan...................................................    9
      5.0   Amdocs Communications..........................................   10
      5.1   External Communications........................................   10
6.0   JOB FAIR.............................................................   10
7.0   Governance...........................................................   10
      Team Members.........................................................   10
      Policies and Procedures Manual.......................................   10
      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

1.0  TRANSITION PLAN

     This Schedule contains the framework from which transition procedures,
     plans and activities will be documented.

     Prior to the Effective Date, Amdocs shall prepare and deliver to AT&T for
     AT&T's review, comment and approval a detailed work plan based on and
     consistent with the Transition Plan pursuant to the Agreement, SECTION
     4.2.B. Such detailed work plan shall become a part of the Transition Plan
     and be incorporated therein. During the Transition Period, the parties will
     complete, in a manner satisfactory to both parties, the transition
     activities described herein.

     The current work plan that includes all of the transition activities, as
     well as a subset for Day One specific tasks. A list of transition
     milestones has been agreed upon by the Joint Transition Steering Committee.
     The milestones and status as of contract execution date are provided below:

<TABLE>
<CAPTION>
           UPCOMING MILESTONES              DATE
           -------------------              ----
<S>                                         <C>
Establish Sub Teams                         [**]
Develop Draft SOW                           [**]
Contract Signed                             [**]
Complete Transition Plan                    [**]
Transition PMO Operational                  [**]
Day 1 Plan Complete                         [**]
Remote Access Confirmed                     [**]
Announce Deal                               [**]
Begin Transition                            [**]
Current State Processes Complete            [**]
Production Communication Plan Defined       [**]
Training Plan Complete                      [**]
Operational Transition Complete             [**]
Future State Processes Complete             [**]
Production Reporting Development Complete   [**]
Facilities Complete                         [**]
Training Complete                           [**]
Operational Readiness Assessment            [**]
Initial Hiring Complete                     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

<TABLE>
<CAPTION>
           UPCOMING MILESTONES              DATE
           -------------------              ----
<S>                                         <C>
[**] Transition Complete                    [**]
Transition Complete                         [**]
</TABLE>

     On or before the Effective Date, AT&T and Amdocs have provided resources to
     form a Joint Transition Team. The Joint Transition Team is a temporary
     organization structure that will cover the period of time between Effective
     Date (the date the agreement is signed), Announcement Date (the date
     announcement is made and transition activities are initialized "Day 1") and
     Transition Complete Date (the date transition and stabilization activities
     are complete "Day [**]"). The Joint Transition Team consists of a Joint
     Steering Committee, Joint Management Team, and transition sub-teams, as
     defined by both Parties. The Joint Transition Team will execute
     pre-Announcement Date tasks, and activate the Governance structure and
     process. The Joint Transition Team will be replaced by the Governance
     structure on the Transition Complete Date, as outlined in SCHEDULE D, PART
     4.

1.1  ISSUE MANAGEMENT AND ESCALATION

     Any issues or discrepancies that arise after the Effective Date and prior
     to the Announcement Date will be escalated for review and resolution to the
     next level of Transition management as follows:

          -    Joint Transition Management Team. Members to be identified on or
               before the Effective Date. If unresolved, escalate to:

          -    Joint Transition Steering Committee. Members to include Senior
               Management from AT&T and Amdocs. If unresolved, escalate to:

          -    AT&T Executive and Amdocs Executive.

     Issue management, post Announcement Date and after formation of the AT&T
     Governance Team, will follow the escalation process set forth in SCHEDULE
     D, PART 4.

2.0  TRANSITION APPROACH

     Transition of AT&T responsibility and activities are to begin on the
     Effective Date and follow the schedule as defined below:

          -    Announcement Date "Day 1" represents the date when AT&T will
               announce program to the AT&T organization allow Supplier to
               engage in transition activities

          -    Transition Stage 1 "Day [**]" represents the date when Supplier
               assumes responsibility for the AT&T Operational Activities as
               defined in Schedule D, Part 1.

          -    Transition Stage 2 "Day [**]" represents the date when Suppler
               will assume responsibility for the AT&T [**] activities as
               defined in Schedule D, Part 1.

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

          -    Transition Stage 3 "Day [**]" represents the period in time when
               Supplier is operating in terms of the scope of responsibility as
               defined in Schedule D, Part 1, and service levels as defined in
               Schedule F, Attachment A, without the application of [**].

2.1  OVERVIEW

The objectives of the transition are to:

          -    Ensure that major processes are documented and understood by the
               assuming organization

          -    Ensure that dependencies, deliverables and measurements are
               understood and can be supported by the assuming organization

          -    Identify key stakeholders and team roles and responsibilities and
               develop a new relationship matrix for Day 1

          -    Ensure operational continuity can be maintained from Day 1 of the
               transition

PHASE 1: OPERATIONAL READINESS AND DEPLOYMENT SUPPORT PLANNING

     -    This phase evaluates system architecture and business policies to
          reduce impact of deployment and help drive business transformation
          preparation.

     -    This phase will encompass those transaction activities and tasks that
          will be completed prior to, and during the [**] days for Stage 1, and
          [**] days for Stage 2 after, Announcement Date.

     -    The primary objective is to transition with minimal impact and
          visibility to the business:

               -    Provide deployment support to maintain operational
                    continuity

               -    Assist IT and support teams in identification and closure of
                    any process and/ or systems gaps

               -    Complete outstanding activities related to the operational
                    readiness assessment

     -    The impact of Phase I will help Supplier identify ways to increase
          efficiency and overall project success by providing solutions for
          issues identified in business readiness assessment

PHASE 2: TRANSITION MANAGEMENT

     -    This phase supports activities deployed over a short lifecycle to
          ensure operational continuity.

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

     -    This phased is defined as the [**] day period between Announcement
          Date and the point with which Supplier assumes operational
          responsibility for daily operations as defined in Schedule D, Part 1

     -    The primary objective is to ramp up the Supplier organization to
          assume operations limiting risk and impact:

               -    Provide ongoing support for key issues and risks

               -    Work with AT&T to monitor transition progress through
                    management against CSL's and KM's as defined in Schedule F,
                    Attachment A

     -    The impact of Phase II will:

               -    Establish deployment transformation standards

               -    Reduce issues resolution time

               -    Reduce risk to the end user organization and business
                    impacts

PHASE 3: TRANSFORMATION AND CLOSEOUT

- -    This phase focuses on transformation activities, execution and support
     functions that will continue through the [**] of production.

- -    The primary objective is to formally catalogue, transition and communicate
     to AT&T:

          -    Cataloguing deployment issues and resolutions

          -    Cataloguing system workarounds

          -    Formally communicate processes and procedures to the appropriate
               stakeholders

          -    Turnover of Critical Deliverables as defined in Schedule F,
               Attachment C

- -    The impact of Phase III will be established knowledge repositories and
     process and procedures to support future transformation activities

2.2 READINESS ASSESSMENT

Operational readiness will be measured by a number of components and
sub-components that are given a weighted priority, to calculate an overall
program readiness score. The current readiness scorecard is provided below:

<TABLE>
<CAPTION>
   CATEGORY     COMPONENT   STATUS   WEIGHT   READINESS SCORE
   --------     ---------   ------   ------   ---------------
<S>             <C>         <C>      <C>      <C>
ORGANIZATIONAL PLANNING      [**]     [**]          [**]
                [**]         [**]                   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        4

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

<TABLE>
<CAPTION>
   CATEGORY     COMPONENT   STATUS   WEIGHT   READINESS SCORE
   --------     ---------   ------   ------   ---------------
<S>             <C>         <C>      <C>      <C>
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
HIRING                       [**]     [**]          [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
TRAINING                     [**]     [**]          [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
COMMUNICATION                [**]     [**]          [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
MONITORING                   [**]     [**]          [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
LOGISTICS                    [**]     [**]          [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                [**]         [**]                   [**]
                             ----     ----          ----
TOTALS                       [**]     [**]          [**]
                             ----     ----          ----
</TABLE>

2.3 TRANSITION DEPLOYMENT SUPPORT PLAN

The deployment support provided is intended to:

     -    Provide consolidated issue reporting and resolution process

     -    Facilitate execution of day one project plans

     -    Manage issue escalation

     -    Facilitate communication

     -    Audit access

[**] will be held at [**] to:

     -    Confirm resource status

     -    Review day one activities (tasks that are scheduled to begin or end
          prior to the checkpoint)

     -    Review issues

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        5

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

Various tools have been secured to assist the support process.

     -    An e-mail alias will be used to facilitate issue status and general
          communication

     -    A SPOC schedule will be published to identify a single person to call
          when critical issues are experienced. The SPOC will page the
          appropriate audience to a bridge for immediate attention and action
          plan.

     -    Bridge for critical issues and daily checkpoints

2.3.1 COMMUNICATION PLAN

The transition deployment communication plan includes all planned communication
vehicles that will be utilized to provide support for at least a [**] day period
of time after announcement, subject to extension depending on the needs of the
transition team.

<TABLE>
<CAPTION>
COMMUNICATION   COMMUNICATION REASON   METHOD   AUDIENCE   TIMEFRAME
- -------------   --------------------   ------   --------   ---------
<S>             <C>                    <C>      <C>        <C>
[**]            [**]                   [**]     [**]       [**]
[**]            [**]                   [**]     [**]       [**]
[**]            [**]                   [**]     [**]       [**]
</TABLE>

2.4 PRODUCTION MONITORING

A production dashboard is in development that will provide key CSL and KM
monitoring on a daily basis to provide top level visibility into the overall
health of the system and operations. The final metrics to be tracked are pending
contract revisions. Drill down will be provided for each metric to better
understand root cause of operational opportunities.

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        6

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

2.5 CONTINGENCY PLAN

The contingency plan is a set of define activities to be invoked in the event of
a significant change in the production operating environment. The plan includes:

          -    Invocation Guideline

          -    Resource Plans

          -    Work Execution and Prioritization Plans

          -    Communication Plans

          -    Level 2 Contingency Plans - Regional Coordinators

2.5.1 SOLUTION SUMMARY

The contingency plan is designed to facilitate rapid transition of
responsibilities and resources that will be required to support keep operations
running.

          -    [**]. Additional Supplier Operations staff will be augmented from
               additional Supplier facilities.

          -    [**]. Focus will be prioritization, triage and critical
               operations such as billing issue management.

          -    [**]. They will continue to focus on critical production and
               non-production issues.

          -    [**].

          -    [**].

2.5.2 INCIDENT IDENTIFICATION

Significant events have been identified that may necessitate augmentation of
existing AT&T resources or acquisition of full control. The level of support
provided will be based upon the severity of the situation and the impact to the
production SLA's.

The table below contains the following information:

          -    POTENTIAL INCIDENT -Known possible incidents that may occur and
               affect cut-over

          -    PLANNED RESPONSE -The planned response to handle the incident

          -    LIKELIHOOD -The likelihood of the incident occurring

<TABLE>
<CAPTION>
POTENTIAL INCIDENT   PLANNED RESPONSE   LIKELIHOOD
- ------------------   ----------------   ----------
<S>                  <C>                <C>
[**]                 >   [**]           [**]
[**]                                    [**]
[**]                                    [**]
[**]                                    [**]
[**]                                    [**]
[**]                 >   [**]           [**]
[**]                                    [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        7

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

2.5.3 GENERAL INVOCATION GUIDELINES

Contingency metrics have been defined to provide visibility into operations
during transition and enable a timely response. These metrics will be used to
invoke a contingency if any area falls below the thresholds identified.

<TABLE>
<CAPTION>
                              LEVEL OF
 AREA   POSSIBLE CONDITIONS    SUPPORT   METRIC THRESHOLD   PURPOSE
- -----   -------------------   --------   ----------------   -------
<S>     <C>                   <C>        <C>                <C>
 [**]   [**]                  [**]       [**]               [**]
                              [**]       [**]
 [**]   [**]                  [**]       [**]               [**]
                              [**]       [**]
 [**]   [**]                  [**]       [**]               [**]
                              [**]       [**]
 [**]   [**]                  [**]       [**]               [**]
                              [**]       [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        8

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

3.0  ORGANIZATION PLAN

2.1  ORGANIZATION ANALYSIS

     2.1.1 ANNOUNCEMENT DATE ORGANIZATION CHART

     The Transitioned Date organization chart must be completed by Supplier
     within [**] after the Transition Complete Date and will describe
     Organization Units, teams, jobs, roles and individuals assigned to each
     function as defined in Schedule D, Part 1.

2.2 FACILITIES MANAGEMENT PLAN

Detailed plans for this activity have been completed, pending finalization of
the contract terms. The facility plans have been broken into transition and
permanent specific requirements and locations.

2.2.1 TRANSITION PERIOD WORK ASSIGNMENTS AND LOCATION

The Supplier transition team has requested to share workspace with the AT&T
resources currently performing the job during the transition period. Detailed
facility requirements have been provided for Operations and [**] organizations.

2.2.2 PERMANENT WORK ASSIGNMENTS AND LOCATION

Permanent work assignments will be spread across the [**]. Specifically:

     -    [**]

4.0 COMMUNICATION PLAN

Communications internal to AT&T and external to AT&T (if any) including
communications with vendors and the general public will adhere to the detailed
AT&T approved plan. Amdocs will not make any general announcements without the
prior written consent of AT&T.

A general announcement will be given to AT&T designated AT&T employees on or
around the Effective Date.

5.0 AMDOCS COMMUNICATIONS

Materials used for Amdocs communication will be developed and must be approved
by AT&T, prior to the announcement date. Exact times will be agreed to by the
Parties.

     PREPARE MATERIALS

     Materials will be prepared according to an AT&T-approved plan.

     PRESENT MATERIALS/CONDUCT MEETING

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        9

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                    Schedule G - Transition Plan

     Material will be presented and meetings will be conducted according to an
     AT&T-approved plan.

5.1  EXTERNAL COMMUNICATIONS

Materials used for external communication will be developed and must be approved
by AT&T, prior to the announcement date. Delivery of the external message, if
permitted by AT&T, will be synchronized with the delivery of the internal
announcement and Amdocs' announcement, one day after the Effective Date. Exact
time will be agreed to by the Parties.

6.0  JOB FAIR

     Amdocs will conduct a job fair where AT&T Personnel may interview for
positions at Amdocs.

7.0  GOVERNANCE

     TEAM MEMBERS

During the Transition Period, the Parties will form and name members of their
respective Governance Teams, as defined in SCHEDULE D, PART 4, and will document
the associated Organization charts, description of functions performed, and
contact information.

     POLICIES AND PROCEDURES MANUAL

Amdocs will develop the Policies and Procedures Manual in accordance with
SCHEDULE D, PART 5 Policies and Procedures Manual.

     [**].

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       10
<PAGE>

                                                Agreement Number: 20070319.002.C
                                    Schedule H - Termination Assistance Services

SCHEDULE H - TERMINATION ASSISTANCE SERVICES

     The provisions of this Schedule shall supplement, but shall not be
     construed to negate, the express provisions of the Agreement with respect
     to Termination Assistance Services including SECTION 4.3 of the Agreement.

     Amdocs will assist AT&T in the development of a plan for the transition of
     the Services from Amdocs to AT&T and/or its designee(s). At a minimum, such
     Termination Assistance Services will include preparing that portion of the
     termination assistance plan detailing Amdocs' then-current
     responsibilities, including schedules and resource commitments. Such
     Termination Assistance Services also will include, as and to the extent
     requested by AT&T, capacity planning, human resources planning and other
     planning necessary to effect the transition.

     1.1. KNOWLEDGE TRANSFER

     Amdocs will provide reasonable assistance for transfer of knowledge
     regarding the Services, AT&T's requirements and related topics so as to
     facilitate the transition of provision of the Services to AT&T and/or its
     designee(s). This knowledge transfer shall include, as and to the extent
     requested by AT&T:

          (a)  Supplying information regarding the Services as reasonably
               necessary to implement the termination assistance plan, and
               providing such information regarding Services as reasonably
               necessary for AT&T and/or its designee(s) to assume
               responsibility for continued performance of Services in an
               orderly manner so as to minimize disruption in the operations of
               AT&T and the Eligible Recipients, including (i) relevant
               documentation; and (ii) key support contacts (names, business
               phone numbers, fax numbers, e-mail addresses and business postal
               addresses) of AT&T, third party personnel and Amdocs Personnel
               during the transition from Amdocs to AT&T and/or its designee(s);

          (b)  Supplying information concerning Software, documentation, types
               and skills of personnel, third parties, and other resources used
               by Amdocs to provide Services to AT&T under this Agreement, as
               may be reasonably necessary for AT&T and/or its designee(s) to
               assume responsibility for the Services;

          (c)  Explaining the Policy and Procedures Manual, Reports and other
               standards and procedures to AT&T's and/or its designee(s)'s
               operations staff;

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                    Schedule H - Termination Assistance Services

SCHEDULE H - TERMINATION ASSISTANCE SERVICES

          (d)  Providing reasonable access in person and/or by telephone to
               Amdocs Personnel during and following the Termination Assistance
               Services period (including any Amdocs Personnel involved in
               performing the Services during the [**] months preceding Amdocs'
               receipt of the notice of termination or non-renewal); and

          (e)  Explaining the extent and nature of the impact of legal and
               regulatory requirements compliance, if any, on the Services.

     1.2. TRANSFER OF RESOURCES

     Amdocs shall provide all reasonable assistance required for the transfer to
     AT&T and/or its designee(s) of the resources (software and Third-Party
     Service Agreements). Such assistance shall include at a minimum:

          (a)  Identifying any third-party services used by Amdocs in performing
               the Services that are required by AT&T and/or its designee(s) to
               perform the Services, and to which AT&T is entitled to under the
               Agreement;

          (b)  Providing asset listings Software owned or licensed by Amdocs,
               its Subcontractors, AT&T and/or Eligible Recipients to perform
               the Services to which AT&T is entitled to under the Agreement;
               and

          (c)  Performing administrative functions required to effect the
               assignment of Software and Third-Party Contracts, which are
               required by AT&T and/or its designee(s) to perform the Services,
               and to which AT&T is entitled to under the Agreement, including
               transferring billing, executing legal documents and performing
               other necessary functions.

     1.3. OPERATIONAL TRANSFER

     Amdocs shall perform all activities requested by AT&T pursuant to the
     Agreement reasonably required to assist AT&T to assume the operational
     responsibility for the Services. This shall include, as and to the extent
     requested by AT&T:

          (a)  Providing to AT&T and/or its designee(s), most current
               machine-readable source and object code, along with run
               documentation and job control listing for the Software (to the
               extent AT&T is entitled to receive such source code under the
               terms and conditions of the Agreement), and other similar
               information necessary to provide the Services;

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                    Schedule H - Termination Assistance Services

SCHEDULE H - TERMINATION ASSISTANCE SERVICES

          (b)  To the extent used to provide the Services, documenting for AT&T
               and/or its designee(s) and delivering to AT&T and/or its
               designee(s) most current source materials (to the extent AT&T is
               entitled to such materials under the Agreement), object libraries
               and reference files;

          (c)  To the extent applicable, delivering to AT&T and/or its
               designee(s) support profiles, enhancement logs, problem
               tracking/resolution documentation and status reports associated
               with the Services;

          (d)  Providing to AT&T and/or its designee(s) any trouble logs that
               AT&T does not already have, reporting back at least [**] months
               prior to the effective date of the termination or expiration, and
               returning any other End User information collected or maintained
               as part of the Services as such exists as of the effective date
               of termination or expiration;

          (e)  Assisting AT&T and/or its designee(s) in identifying resource
               requirements, including skilled labor, for the Services;

          (f)  Providing for the orderly hand-off of ongoing operations and [**]
               activities, including a listing of such current and planned
               activities;

          (g)  Providing to AT&T and/or its designee(s) documentation used by
               Amdocs and necessary to provide the Services, including technical
               documentation, in electronic media, to the extent available, or
               if not available in electronic media, then in hardcopy;

          (h)  Providing in-depth review of application documentation;

          (i)  Documenting and delivering to AT&T and/or its designee(s) AT&T
               Data and databases specific to the Services;

          (j)  Providing reasonable training to AT&T and/or its designee(s) with
               respect to use of tools, processes and methodologies relevant to
               the Services;

          (k)  Completing all current development project milestones as directed
               by AT & T;

          (l)  Providing all other relevant documents and information related to
               AT&T applications, including functionality, program code, data
               model and data base structure, access methods and all
               development-related processes;

          (m)  Reviewing all application software with AT&T and/or its
               designee(s);

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                    Schedule H - Termination Assistance Services

SCHEDULE H - TERMINATION ASSISTANCE SERVICES

          (n)  Providing and coordinating assistance to AT&T and/or its
               designee(s) in notifying relevant third parties of the procedures
               to be followed prior to, during, and after the transition;

          (o)  Returning to AT&T any remaining property of AT&T or the Eligible
               Recipients in Amdocs' possession or under Amdocs' control,
               including any remaining reports, AT&T Data, Materials and other
               Proprietary Information of AT&T or the Eligible Recipients;

          (p)  Cooperating with AT&T's test plans, back out procedures, and
               contingency plans as part of the migration of Services;

          (q)  In conjunction with AT&T, assisting in a rehearsal of the
               migration prior to cutover, as requested by AT & T;

          (r)  Maintaining the capability to cut back to Amdocs in case of a
               service failure or service problem within the Termination
               Assistance Period; and

          (s)  After the migration, providing additional assistance as
               reasonably requested by AT&T to facilitate continuity of
               operations.

     1.4. HUMAN RESOURCES TRANSFER

          Amdocs shall provide all reasonable assistance required in identifying
          and reviewing successor resource set-up and/or resource capabilities
          to perform the Services; provided, however, that, notwithstanding
          Amdocs' providing such assistance, Amdocs does not assume any
          responsibility or liability for AT&T's decisions regarding the
          successor AT&T engages. This assistance shall include, as and to the
          extent requested by AT&T:

          (a)  Providing a current account organizational chart by individual
               positions assigned by Amdocs to perform the Services;

          (b)  Providing a listing of the positions and the amount of time spent
               by position to provide the Services; and

          (c)  Reasonable assistance in evaluating personnel requirements to
               perform the Services.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                            Schedule I - Charges

     SCHEDULE I (CHARGES)

     1.) Monthly Base Charge. This Schedule I (Charges) sets forth the charges
payable by AT&T to Amdocs in respect of the Services. Schedule I.1 sets forth
the Monthly Base Charge which shall begin on the Effective Date.

          -    In the event that AT&T [**], then the Monthly Base Charge shall
               be reduced by $[**] each month following such retirement.

          -    In the event that AT&T [**], then the Monthly Base Charge shall
               be reduced by $[**] each month following such retirement.

     2.) Changes in Markets, Billing Cycles, Subscribers. The Monthly Base
Charges shall increase or decrease, as applicable, in respect of increases or
decreases in the base numbers of (i) Markets, (ii) Billing Cycles, and (iii)
Subscribers, as follows --

     (i)  Markets. [**]

     (ii) Billing Cycles. [**]

     (iii) Subscribers. [**], provided that during [**].

     Notwithstanding the above, there shall be [**] other than as set forth
below.

     3.) Conversion of [**]. The AT&T [**] markets currently serviced by [**]
comprise [**]. In the event that AT&T elects to have Supplier perform, and
Supplier performs, the conversion of such subscribers from [**] to the [**]
system, the following shall apply --

     For purposes of this section 3, "[**] Monthly Base Charge" shall mean the
monthly fixed charge to be paid by AT&T to Supplier with respect to Services (as
defined in this Agreement) for the AT&T [**] Markets, Billing Cycles and
Subscribers serviced by [**] after the Commencement Date and converted by
Supplier to [**].

     1. Prior to Supplier's conversion of any [**].

     2. Supplier's conversion of first [**] to [**]. Beginning on the date that
     Supplier completes conversion of the first [**] to [**], the [**] Monthly
     Base Charge shall be $[**]. This charge shall remain effective until
     Supplier converts a second market at which time the [**] Monthly Base
     Charge shall be as calculated in paragraph 3 below.

     3. Upon and After Supplier's Conversion of a Second [**]. As Supplier
     subsequently converts [**] to [**], the [**] Monthly Base Charge shall be
     an

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                            Schedule I - Charges

     amount equal to (A) [**], provided that in no event shall the [**] Monthly
     Base Charge exceed $[**] and provided, further, that if following the
     conversion of AT&T [**], the number of post-conversion [**] on the [**]
     platform is greater than [**], then the Charges shall increase, as
     applicable, in accordance with the formula set forth in section 2(i) and
     (ii) above for Markets and Billing Cycles for each such Market or Billing
     Cycle in excess of [**].

     4. After the conversion of the last [**] to [**] and for a period of [**]
     thereafter. The [**] Monthly Base Charge shall be $[**]; provided, further,
     that if following the conversion of AT&T [**] last [**], the number of
     post-conversion [**] on the [**] platform is greater than [**], then the
     Charges shall increase, as applicable, in accordance with the formula set
     forth in section 2(i) and (ii) above for Markets and Billing Cycles for
     each such Market or Billing Cycle in excess of [**].

     5. [**] after the conversion of the last [**] to [**] and thereafter. The
     [**] Monthly Base Charge shall be $[**]; provided, that if following the
     conversion of AT&T [**] last [**], the number of post-conversion [**] on
     the [**] platform is [**], then the Charges shall increase, as applicable,
     in accordance with the formula set forth in section 2(i) and (ii) above for
     Markets and Billing Cycles for each such Market or Billing Cycle in excess
     of [**]

     For greater certainty, (i) [**], and (ii) if for any reason the AT&T [**]
     are [**] Supplier, then the Parties shall [**].

     4.) [**] Tier 2 Services. Under the Master Agreement between SBC
Operations, Inc. and Amdocs dated July 7, 1998 (the "SBC-Amdocs Master
Agreement") and the Letter of Extension between Cingular Wireless LLC and Amdocs
dated October 7, 2004 (the "Extension Letter"), AT&T and Amdocs have executed a
Work Order for Amdocs to provide to AT&T maintenance services for tier 2 and
tier 3 (as described in such Work Order) in respect of 2007. Amdocs will provide
such services to AT&T under such Work Order [**].

     In the event the Parties execute and deliver Work Orders (or orders) under
the SBC-Amdocs Master Agreement, Extension Letter or other agreement for Amdocs
to provide to AT&T maintenance services for tier 2 and tier 3 that continue the
full scope thereof with respect to 2008 or any subsequent year during the Term,
Amdocs will provide such services to AT&T at -

     (A) [**] 2008 through 2013, and

     (B) [**] 2014 price.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                            Schedule I - Charges

[**].

     For greater certainty, (i) the provisions of this section 4 shall not
survive any termination of (a) the Agreement or (b) any such work order for the
tier 2 and tier 3 maintenance services, (ii) in the event AT&T terminates this
Agreement in part, such [**] of the Agreement, and (iii) in the event that AT&T
does not execute an order for the full scope of tier 2 and tier 3 maintenance
services for any year during the Term (or terminates any such order), the
Parties shall [**] under the Agreement [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        3
<PAGE>
Schedule  I.1 - SERVICE CHARGE SUMMARY          Agreement Number: 20070319.002.C
                                                       Schedule I Amdocs Charges

SERVICE CHARGE SUMMARY

<TABLE>
<CAPTION>
                                               CALENDAR  CALENDAR  CALENDAR  CALENDAR  CALENDAR  CALENDAR  CALENDAR  CALENDAR
                                                 YEAR*     YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR*
MONTHLY CHARGES                                 (2007)    (2008)    (2009)    (2010)    (2011)    (2012)    (2013)    (2014)
- ---------------                                --------  --------  --------  --------  --------  --------  --------  --------
<S>                             <C>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
   1) Monthly Base Charge       Schedule I.2,    [**]      [**]      [**]      [**]      [**]      [**]      [**]      [**]    [**]
         Calendar year summary  Ln 20
         of Monthly Base
         Charges                                 [**]      [**]      [**]      [**]      [**]      [**]      [**]      [**]    [**]
</TABLE>

*    Portion of such calendar year during term.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT T, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                               Schedule M - [**]

SCHEDULE M - [**]

1. [**]

     AT&T shall pay for Services provided up to the point of termination. The
     amount paid is set forth in the table below, and the parties will adjust
     the Charges on a corresponding and proportional basis in the event of any
     reduction in Services or as otherwise provided in the Agreement.

     This Agreement may not be terminated for convenience by AT&T for a period
     of twenty four months following the Commencement Date. In the event the
     Agreement is terminated for convenience by AT&T in full following the first
     twenty-four (24) months after the Commencement Date, AT&T shall pay Amdocs
     [**] as follows:

<TABLE>
<S>    <C>
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
</TABLE>

     In the event the Agreement is terminated for convenience by AT&T in part
     [**], and as a result, the [**], AT&T shall pay Amdocs [**]

     To the extent AT&T requests Termination Assistance Services per SECTION 4.3
     of the Agreement, AT&T shall pay for such Services as set forth in SECTIONS
     4.3(B)(VIII) and 4.3(B)(IX) of the Agreement. For avoidance of doubt,
     Amdocs personnel providing Termination Assistance Services may be requested
     to work [**].

     Additionally, if following termination, AT&T or third party selected by
     AT&T wishes to [**]. Except as expressly provided otherwise in the
     Agreement, [**] set forth above. Accordingly, [**].

     If Termination Assistance Services are not requested by AT&T, after the
     receipt of AT&T's payment for any Services, Amdocs shall [**].

     The foregoing states AT&T's sole and entire liability for fees and Amdocs'
     sole remedy for liability arising solely from AT&T's termination for
     convenience.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                  Schedule N.1 - AT&T Facilities

SCHEDULE N.1 - AT&T FACILITIES

This Schedule N.1 provides the list of AT&T Facilities for use of Amdocs to the
extent necessary to provide Services.

<TABLE>
<CAPTION>
STREET                         CITY         STATE   ZIP
- ------                         ----         -----   ---
<S>                            <C>          <C>     <C>
1125 E. Campbell Road          Richardson   TX      75081
17330 Preston Rd.              Dallas       TX      75252
5601 Legacy Drive Building A   Plano        TX      75024
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                Schedule N.2 - Amdocs Facilities

SCHEDULE N.2 - SUPPLIER FACILITIES

<TABLE>
<CAPTION>
COUNTRY               STREET                  CITY       STATE     ZIP
- -------               ------                  ----       -----     ---
<S>       <C>                              <C>         <C>        <C>
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
USA       2109 Fox Drive (Bld. A)          Champaign   Illinois   61820
USA       500 Chestnut Street, Suite 200   Abilene     TX         79602
</TABLE>

Supplier may [**] listed in this Schedule N.2. AT&T may [**]. Supplier shall,
[**]. Supplier shall [**]. To the extent that Supplier [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                             Schedule N.4 - Supplier Competitors

SCHEDULE N.4 - SUPPLIER COMPETITORS

Supplier Competitors consist of the following entities:

Product-based Vendors:

CSG Systems International Inc.
Convergys Corp. (includes TELESENS/KSCL, GENEVA, Cygent)
Intec Telecom Systems PLC (includes ADC/Saville)
Oracle Corporation (Includes Siebel Systems, JD Edwards, Peoplesoft, Portal
Software, Net4Call, HotSIP, TimesTen)
[**]
Comverse Technology, Inc. (includes KENAN, Netonomy)
[**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                             Schedule N.4 - Supplier Competitors

System Integrators:

Accenture Ltd.
International Business Machine Corp (IBM)
Electronic Data Systems Corporation (EDS)
[**]
Hewlett Packard Development Company, L.P.
Infosys Technologies Limited
[**]
CGI Group Inc. (includes AMS, American Management Systems Inc.)
Tata Consultancy Services Ltd.
Convergys Corp. (includes TELESENS/KSCL, GENEVA, Cygent)
[**]
Tech Mahindra Limited
Wipro Ltd.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                               Schedule P - [**]

SCHEDULE P - [**]

[**] protocol and procedures to be mutually agreed by the Parties based on
historical protocols and procedures used by the Parties on other agreements for
similar services. [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

Schedule Q -                                     Agreement Number:20070319.002.C
Reports                                                               Schedule Q
                                                                         Reports

SCHEDULE Q - REPORTS

This schedule sets forth the list of required Reports as described in Section
9.3 of the Agreement.

<TABLE>
<CAPTION>
REF #                 REPORT TITLE / DESCRIPTION                RECIPIENT   FREQUENCY
- -----                 --------------------------                ---------   ---------
<S>     <C>                                                     <C>         <C>
  1     Performance of Service Reports:
           SLA Performance Report - Critical Service Levels         **         [**]
           SLA Performance Report - Key Measurements                **         [**]
           SLA Performance Report - Critical Deliverables           **         [**]
                                                                               [**]
  2        Service Level Failures and Performance [**] Report       **         [**]
                                                                    **         [**]
  3     Organization Chart                                          **         [**]
  4     Supplier Personnel Roster                                   **         [**]
  5     Supplier Personnel Add/Deletes                              **         [**]
  6     Inventory of AT&T-Provided Equipment                        **         [**]
</TABLE>

**   Report Recipients will be determined during Transition

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1

<PAGE>

Schedule Q -                                     Agreement Number:20070319.002.C
Reports                                                               Schedule Q
                                                                         Reports

SCHEDULE Q - REPORTS (CONTINUED)

<TABLE>
<CAPTION>
REF #                 REPORT TITLE / DESCRIPTION                RECIPIENT   FREQUENCY
- -----                 --------------------------                ---------   ---------
<S>     <C>                                                     <C>         <C>
  1     Transition Services Status Report                           **         [**]
  2     Evaluation of Third Party Software                          **         [**]
  3     Evaluation of Third Party Equipment, compability with
           the Services                                             **         [**]
  4     Problem Analysis                                            **         [**]
           (Root Cause Analysis & Process Improvement Plan)
  5     Survey Followup                                             **         [**]
           (Root Cause Analysis & Process Improvement Plan)
  6     Notice of Default                                           **         [**]
  7     Amdocs Performance Program                                  **
  8     Amdocs Internal Audit Report                                **         [**]
  9     Response to ATT Internal or External Audits                 **         [**]
 10     Compliance with Laws Status Reporting                       **         [**]
 11     Subcontractor Performance Report                            **         [**]
 12     Productivity Improvements Tracking                          **         [**]
 13     Problem Management Status Reporting                         **         [**]
 14     Daily Production Status                                     **         [**]
 15     Cumulative Problem Tracking Report                          **         [**]
 16     Root Cause Analysis                                         **         [**]
 17     Billing Alerts                                              **         [**]
        [**]
 18     Change in Law Progress Reports                              **         [**]
 19     Operations Support                                          **         [**]
 20     Security: Violation Reports                                 **         [**]
 21     Security: Account Utilization Reports                       **         [**]
 22     Disaster Recovery Test Report                               **         [**]
 23     Transition Plan                                             **         [**]
 24     Termination Assistance Services                             **         [**]
 25     Ad Hoc Reports                                              **         [**]
 26     Prime Supplier MBE/WBE/DVBE Participation Plan              **         [**]
</TABLE>

**   Report Recipients will be determined during Transition

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of ATT, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

     SCHEDULE S - PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN

               YEAR REPORTING: _______________

     PRIME SUPPLIER NAME: _______________________________________
     ADDRESS:             _______________________________________
                          _______________________________________
     COMPANY E-MAIL:      _______________________________________
     TELEPHONE NUMBER:    _______________________________________

     DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:

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

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

1.   GOALS

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

          MINORITY BUSINESS ENTERPRISES (MBEs) _____________
          WOMAN BUSINESS ENTERPRISES (WBEs)    _____________
          DISABLED VETERAN BUSINESS
          ENTERPRISES (DVBEs)                  _____________

     B.   WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:

          Ameritech                      __________________________
          Bell South                     __________________________
          Nevada Bell                    __________________________
          Pacific Bell                   __________________________
          Southern New England Telephone __________________________
          Southwestern Bell              __________________________
          Ameritech Data Services (ADS)  __________________________
          AT&T Advanced Solutions (ASI)  __________________________
          AT&T Long Distance             __________________________
          AT&T Telecom (National/Local)  __________________________
          AT&T Mobility                  __________________________
          Other AT&T Affiliate           __________________________
          Total Across Affiliates        __________________________

          Note: Indicate dollar award(s) as it applies to this contract (i.e.
          Pacific Bell, SWBT, and/or Affiliate).

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

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

          MINORITY BUSINESS ENTERPRISES (MBEs) _____________
          WOMAN BUSINESS ENTERPRISES (WBEs)    _____________
          DISABLED VETERAN BUSINESS
          ENTERPRISES (DVBEs)                  _____________

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

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

            DETAILED PLAN FOR USE OF MBE/WBE/DVBES AS SUBCONTRACTORS,
                       DISTRIBUTORS, VALUE-ADDED RESELLERS

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

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

</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070319.002.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

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

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

     A.   ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN

     B.   SUBMIT SUMMARY REPORTS

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

NAME:                 ____________________________
TITLE:                ____________________________
TELEPHONE NUMBER:     ____________________________
AUTHORIZED SIGNATURE: ____________________________

DATE:                 ____________________________

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3
<PAGE>

                                                Agreement Number: 20070319.002.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

                       M/WBE-DVBE QUARTERLY RESULTS REPORT

                        FOR THE FOLLOWING AT&T AFFILIATE:

  NOTE: Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly
                  traceable to sales DURING THE REPORT QUARTER.

         Results must be reported individually for each AT&T subsidiary.

THIS SUMMARY REPORT SHOULD BE E-MAILED TO:    AT&TSD@MSG.PACBELL.COM

Authorized signed copy should be mailed to:   PRIME SUPPLIER PROGRAM MANAGER
                                              2600 CAMINO RAMON,  ROOM 1E050
                                              SAN RAMON, CA  94583
                                              FAX # (925)867-4414

   Note: Questions and/or requests for assistance may be referred to the Prime
               Supplier Program Manager at AT&TSD@msg.pacbell.com

<TABLE>
<S>                                 <C>              <C>
1. REPORTING COMPANY:               2. CONTRACT/     3. REPORT QUARTER:
                                       WORK ORDER
Company Name:     _______________      NUMBER:       This report reflects the utilization
Address:          _______________                    of Minority Business Enterprise/ Woman
City, State, Zip: _______________   ______________   Business Enterprise/Disabled Veterans
Contact Name:     _______________   (If available)   Enterprise participation for period
Title:            _______________
E-mail:           _______________                    ______________________________ through
Date:             _______________                    ______________________________
Telephone:        _______________                        (Please indicate dates)
SIGNATURE:        _______________

              PARTICIPATION GOAL                                   PARTICIPATION ACHIEVEMENT
              ------------------                                   -------------------------

4.                                              5.                                      ACTUAL FOR QUARTER
                                                                                   ---------------------------
                                                                                     MBE       WBE       DVBE

                     ANNUAL GOAL                Dollars paid by Prime
                     -----------                Supplier to Subcontractors
Percent of Total   MBE   WBE   DVBE
Sale                                            Total Dollars Paid to
                                                Prime Supplier by AT&T

                                                % of total AT&T $ Paid by
                                                Prime Supplier to Subcontractors   #DIV/0!   #DIV/0!   #DIV/0!

                                         AT&T - SUBCONTRACTING RESULTS

6. M/WBE-DVBE SUBCONTRACTOR(S)                  Ethnic/Gender:                     Total Dollars:
                                                __________________________
Name:              ______________
Address:           ______________               CERTIFYING AGENCY:
City, State, Zip:  ______________               __________________________
Telephone:         ______________
Goods or Services: ______________

                                         SBC - SUBCONTRACTING RESULTS


6. M/WBE-DVBE SUBCONTRACTOR(S)                  Ethnic/Gender:                     Total Dollars:
                                                __________________________
Name:              ______________
Address:           ______________               CERTIFYING AGENCY:
City, State, Zip:  ______________               __________________________
Telephone:         ______________
Goods or Services: ______________               If other please specify:
                                                ______________________________________________________________

To add additional subcontractors, copy the entire light gray area and paste directly below this line.
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4
<PAGE>

                                                Agreement Number: 20070319.002.C
                           Schedule U - Executive Orders and Federal Regulations

SCHEDULE U- EXECUTIVE ORDERS AND FEDERAL REGULATIONS

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

1.   EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT
     CONTRACTORS

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

2.   AGREEMENT OF NON SEGREGATED FACILITIES

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

3.   AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

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

4.   AGREEMENT OF FILING

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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070319.002.C
                           Schedule U - Executive Orders and Federal Regulations

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

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

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

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

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

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

     (c)  As used in this Agreement, the term "small business concern" shall
          mean a small business as defined pursuant to Section 3 of the Small
          Business Act and relevant regulations promulgated pursuant thereto.
          The term "small business concern owned and controlled by socially and
          economically disadvantaged individuals" shall mean a small business
          concern (i) which is at least fifty-one percent (51%) unconditionally
          owned by one or more socially and economically disadvantaged
          individuals, or, in the case of any publicly owned business, at least
          fifty-one percent (51%) of the stock of which is unconditionally owned
          by one or more socially and economically disadvantaged individuals;
          and (ii) whose management and daily business operations are controlled
          by one or more such individuals. This term shall also mean a small
          business concern that is at least fifty-one percent (51%)
          unconditionally owned by an economically disadvantaged Indian tribe or
          Native Hawaiian Organization, or a publicly owned business having at
          least fifty-one percent (51%) of its stock unconditionally owned by
          one of these entities which has its management and daily business
          controlled by members of an economically

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070319.002.C
                           Schedule U - Executive Orders and Federal Regulations

          disadvantaged Indian tribe or Native Hawaiian Organization, and which
          meets the requirements of 13 CRF part 124. Amdocs shall presume that
          "socially and economically disadvantaged individual" includes Black
          Americans, Hispanic Americans, Native Americans, Asian-Pacific
          Americans, Subcontinent Asian Americans and other minorities, or any
          other individual found to be disadvantaged by the Administration
          pursuant to Section 8(a) of the Small Business Act. Amdocs shall
          presume that socially and economically disadvantaged entities also
          include Indian Tribes and Native Hawaiian Organizations.

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

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

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

     Amdocs will require that all Subcontractors adopt a plan similar to the
     plan required by 48 CFR Ch. 1 at 52.219-9.

8.   EXPORT CONTROL REGULATIONS

     Amdocs will comply with Bureau of Industry and Security Export Control
     Regulations as defined in the Export Administration Act of 1979 ("EAA") and
     as continued through Executive Order 13222 of August 17, 2001 (66 Fed. Reg.
     44025 (August 22, 2001)) by the President of the United States under the
     International Emergency Economic Powers

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                       Schedule V - Change Management Procedures

                                   SCHEDULE V

                          CHANGE MANAGEMENT PROCEDURES

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070319.002.C
                                       Schedule V - Change Management Procedures

                                   SCHEDULE V
                          CHANGE MANAGEMENT PROCEDURES

This is SCHEDULE V to the Information Technology Services Agreement by and
between AT&T and Supplier. All capitalized terms and acronyms used but not
defined in this Schedule will have the meanings given them in the Agreement

This Schedule describes certain aspects of the procedures applicable to the
initiation and evaluation of, and agreement to (as applicable), any Changes,
including additional services or changes to Services required by or associated
with modifications in or to Software or other Materials, Equipment, and Systems
associated therewith, or in the rights or obligations of the Parties under the
Agreement. These procedures include procedures to determine the extent to which
Changes (including Service Revisions) may involve New Services pursuant to
SECTION 11.5 of the Agreement or may be treated as if New Services pursuant to
SECTION 9.6(B)(II)(2) of the Agreement; provided, however, nothing in these
procedures shall modify the rights and obligations of the Parties under the
Agreement.

In all events, Supplier and AT&T shall comply with these Change Management
Procedures and the provisions of SECTION 9.6 of the Agreement with respect to
any Change.

1.1  SERVICE CHANGES. Either Party may request or recommend a Change, including
     Changes involving:

     -    the Services descriptions and responsibilities of the Parties set
          forth in SCHEDULE D or otherwise in the Agreement,

     -    the volumes and Charges (beyond those specifically provided for in
          SCHEDULE I), and

     -    the Service Levels set forth in SCHEDULE F (beyond the provisions in
          SCHEDULE F),

     (each a "SERVICE CHANGE"). Service Changes may be proposed (or the Change
     Management Procedures otherwise initiated) by written notice of a Party
      delivered to:

     -    the [**] in the case of Service Changes proposed or confirmed by AT&T;
          or

     -    the AT&T Contract Office in the case of Service Changes proposed or
          confirmed by Supplier;

     in each case specifying in detail the proposed or confirmed Service Change,
     including any applicable provision of the Agreement impacted by or
     impacting such Change (each a "CHANGE REQUEST").

     Any requested or acknowledged Change Request shall be handled in accordance
     with

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        2
<PAGE>

                                                Agreement Number: 20070319.002.C
                                       Schedule V - Change Management Procedures

     SECTION 9.6, and to the extent involving New Service (or subject to
     treatment as a New Service) shall be further handled in accordance with
     terms and conditions specifically set forth for New Services in SECTION
     11.5 of the Agreement.

1.2  CHANGE ANALYSES. As soon as reasonably practicable following receipt of a
     Change Request or simultaneously with Supplier's delivery of a Change
     Request, but in all events within applicable time periods therefor set
     forth in the Agreement, the Policy and Procedures Manual or otherwise,
     Supplier will prepare and deliver to the AT&T Account Office a written
     analysis (each a "CHANGE ANALYSIS") describing any changes in or impact on
     the Services, Software, Systems, Equipment, assignment of personnel and
     other resources or other aspect associated with the Change that Supplier
     believes would be required in connection with the Change Request, including
     as may be required pursuant to SECTIONS 9.6 and 11.5. In addition, such
     Change Analysis shall include, as appropriate or applicable, (i) an
     estimation of the increase or decrease, if any, in the Charges that would
     be required, (ii) a description of how the Service Change would be
     implemented, (iii) a description of the effect, if any, the Service Change
     would have on the Agreement, including, without limitation, on the Service
     Levels, Statement of Work, and Termination Charge, (iv) an estimate of all
     resources required to implement the Service Changes, (v) a description of
     any benefits or risks to AT&T or the Eligible Recipients associated with
     the Service Change; (vi) the proposal of any strategies or plans that may
     mitigate any adverse risks or impacts associated with the Service Change,
     and (vii) such other information as may be relevant to the Change Request.

1.3  CHANGE REQUESTS. The Parties shall (a) cooperate in discussing the scope
     and nature of each Change Request, the availability of Supplier Personnel
     and resources to accommodate the Service Change and the timetable for
     implemention of the Service Change, and (b) work together to manage the
     volume of Change Requests and the level of effort required to perform
     Change Analyses. Following AT&T's receipt of the Change Analysis,
     appropriate representatives of the [**] and AT&T Account Office will meet
     to determine whether AT&T desires for Supplier to proceed with the
     implementation of the proposed Service Change in accordance with the Change
     Analysis (as proposed or amended). If the AT&T desires that Supplier
     proceed with the implementation of the proposed Service Change, the Parties
     shall evidence such agreement in a writing referencing the applicable
     Change Analysis (each a "CHANGE ORDER").

1.4  CHANGE IMPLEMENTATION. Following the execution of any Change Order by the
     Parties, all affected terms and conditions of the Agreement shall be
     amended as necessary in accordance with the applicable Change Order (either
     by amendment of this Agreement or an amendment incorporated into the
     applicable Change Order), or by operation of SECTION 11.5, as applicable.
     Revised Charges associated with a Service Change implementation will be
     reflected in the appropriate monthly invoice beginning in the month in
     which the Service Change is to be implemented as stipulated in the executed
     Change Order.

1.5  CHARGES FOR CHANGES. Notwithstanding any provision in this Schedule,
     Changes shall result in, and Change Orders shall reflect, changes in the
     applicable Charges only if and to

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                       Schedule V - Change Management Procedures

     the extent:

     (i)  the Agreement expressly provides for a change in the Charges in such
          circumstances;

     (ii) the Change meets the definition of New Services for purposes of
          SECTION 11.5 and additional Charges are applicable in accordance
          therewith; or

     (iii) the Parties expressly agree, as acknowledged in the Change Order
          executed by the duly authorized representatives of the Parties.

1.6  INCORPORATION INTO POLICY AND PROCEDURES MANUAL. The Change Management
     Procedures shall be incorporated into the Policy and Procedures Manual, in
     accordance with SECTION 9.6(A) of the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                        4
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Exhibit 1 - Form of Invoice

EXHIBIT 1 FORM OF INVOICE

Supplier Name ___________________________________
Address _________________________________________
City, State Zip _________________________________
Telephone Number ________________________________

INVOICE NO: ___________________________ DATE: _____________

BILL TO: AT&T SERVICES, INC.
         (ADDRESS)
         (ADDRESS)
         CITY, STATE ZIP CODE
         ATTN: (INDIVIDUAL NAME)

<TABLE>
<CAPTION>
SERIAL NUMBER                    DESCRIPTION                  AMOUNT US DOLLARS
- -------------                    -----------                  -----------------
<S>             <C>                                          <C>
      1         Services provided during (Month Year), per      $x,xxx,xxx.xx
                attached details
                                                                -------------
(AMOUNT WRITTEN OUT)                                            $x,xxx,xxx.xx
                                                                =============
</TABLE>

PAYMENT INSTRUCTIONS: _________________________________
Supplier Name _________________________________________
Address  ______________________________________________
City, State Zip _______________________________________

PAYMENT TERMS: PAYMENT DUE WITHIN FORTY FIVE (45) DAYS OF RECEIPT

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                     Exhibit 1 - Form of Invoice

EXHIBIT 1 FORM OF INVOICE
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Exhibit 3 - Form of Order

                                    EXHIBIT 3

                                  FORM OF ORDER

This Work Order shall be governed pursuant to the terms and conditions of the
Agreement No. 20070319.002.C. Any terms and conditions on this Work Order that
modify or change the terms and conditions of such Agreement shall apply to this
Work Order only.

1.   DESCRIPTION OF MATERIAL AND/OR SERVICES

     Amdocs will provide [FILL IN WHAT AMDOCS WILL PROVIDE AND REFERENCE THE
     APPENDIX THAT DESCRIBES THE APPLICABLE MATERIAL AND/OR SERVICES].

     The Materials being ordered are ________________,.

     Additional Specifications, including functionality requirements, and
     performance standards include:

2.   TERM OF WORK ORDER:

     [STATE THE TERM REQUIRED TO PERFORM SERVICES.]

3.   DESIGNATED SUPPLIER PERSONNEL TO PERFORM THE SERVICES:

     [STATE WHETHER THERE IS ANY ADDITION TO THE LIST OF DESIGNATED SUPPLIER
     PERSONNEL REQUIRED TO PERFORM SERVICES.]

4.   LOCATION:

     [SET FORTH WHERE SERVICES WILL BE PERFORMED OR MATERIAL WILL BE SHIPPED.]

5.   PRICE:

     [STATE THE APPLICABLE PRICE]

6.   PAYMENT:

     [STATE WHETHER PAYMENT IS LINKED TO MILESTONES; FOR INSTANCE, DELIVERY OF
     MATERIALS OR PERFORMANCE OF SERVICE.]

7.   INVOICES AND BILLING INFORMATION:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 1 of 3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Exhibit 3 - Form of Order

     Invoices and billing information are to sent to:

      AT&T Services, Inc.

      (Name)
             ----------------------------
      (Address)
                -------------------------
      (Address)
                -------------------------

8.   PROJECT MANAGER/POINT OF CONTACT:

     The project manager and/or point of contact shall be:

     AT&T Services, Inc.

      (Name)
             ----------------------------
      (Address)
                -------------------------
      (Address)
                -------------------------


9.   NAME OF ELIGIBLE RECIPIENT ORDERING SERVICES:

     AT&T Services, Inc.

      (Name)
             ----------------------------
      (Address)
                -------------------------
      (Address)
                -------------------------

10.  OTHER SPECIAL TERMS AND CONDITIONS APPLICABLE TO THE WORK ORDER ARE:

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

AMDOCS, INC.                            AT&T SERVICES, INC.


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------


                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 2 of 3

<PAGE>

                                                Agreement Number: 20070319.002.C
                                                       Exhibit 3 - Form of Order

       ------------------------------          ---------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 3 of 3
<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

EXHIBIT 4 - AT&T'S EXPENSE GUIDE AND POLICIES

AT&T is not responsible for any travel, meal or other business related expense
incurred by Supplier whether or not incurred in its performance of its
obligations under this Agreement, unless reimbursement of expenses is expressly
authorized in this Agreement or an Order pursuant to this Agreement. If
reimbursement of expenses is so authorized, in order to be reimbursable, each
and every such expense must comply with the requirements of AT&T's Vendor
Expense Policy in this Exhibit 4 (detailed below). Supplier must provide in a
timely manner receipts and other documentation as required by the Vendor Expense
Policy and such additional documentation or information requested by AT&T to
substantiate expenses submitted by Supplier for reimbursement.

1.0 GENERAL

AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all
vendors of AT&T in requesting reimbursement for business travel, meals and other
business related expense. Expenses outside this policy are not reimbursable.

The following principles apply to requests for expense reimbursement:

When spending money that is to be reimbursed, vendors must ensure that an AT&T
Company ("Company") receives proper value in return. Prudent and proper judgment
must be used in reporting and approving business expenses.

The concept that a vendor and their employees are 'entitled' to certain types or
amounts of expenditures while conducting business with the Company is erroneous.
Personal expenditures reported for reimbursement should be billed exactly as
they were incurred. The use of averages for any type expenditure or combination
of expenditures is not permitted except as specifically provided or documented
in a contract.

Every vendor and AT&T employee who certifies or approves the correctness of any
voucher or bill should have reasonable knowledge the expense and amounts are
proper and reasonable. In the absence of the adoption of such policy, or
existing contractual agreements, these guidelines are considered the minimum
requirements for requesting reimbursement of Company funds. These policies
should be included in any new or renewed contract with a contractor or
consultant.

DEVIATIONS FROM THIS VEP MUST BE APPROVED IN WRITING BY THE SPONSORING SENIOR
MANAGER OR OFFICER OF AN AT&T COMPANY.

Employees should refer to the Section entitled "Payments" in the Schedule of
Authorizations For Affiliates of AT&T, Inc. for appropriate vendor invoice
authorization approval levels.

Receipts should be requested and reviewed for any unusual or out of the ordinary
expenses or where the approver cannot make a reasonable determination on the
propriety of the transaction without a receipt.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 1 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

The origination of a given expenditure for business purposes is the
responsibility of the vendor incurring the expense and the authorization of that
expense is the responsibility of the appropriate level of AT&T management in
accordance with the Schedule of Authorizations For Affiliates of AT&T, Inc.

1.1 NON-REIMBURSABLE EXPENSES

     The following expenses are considered non-reimbursable:

     -    Airline club membership fees, dues, or upgrade coupon

     -    Meals not consistent with AT&T employee policy

     -    Annual credit card fees

     -    Barber/Hairstylist/Beautician Expenses

     -    Car rental additional fees associated with high speed toll access
          programs

     -    Car Washes

     -    Entertainment expenses

     -    Health Club and Fitness facilities

     -    Hotel Safe rental

     -    Upgrades on airline fees

     -    Excessive tips, i.e., in excess of 15% of cost of meal or services,
          excluding tax

     -    PC, cell phone, and other vendor support expenses

     -    Meals not directly required to do business on the AT&T account (e.g.
          vendors cannot voucher lunch with each other simply to talk about
          AT&T)

     -    In-flight drinks

     -    Magazines & newspapers

     -    Personal entertainment

     -    Expenses associated with spouses or other travel companions

     -    Office expenses of vendors

     -    Surcharges for providing fast service (not related to delivery charges
          such as Fedex, UPS, etc.). AT&T expects all vendors to complete the
          terms of contracts in the shortest period practicable. Charges for
          shortening the timeframe in which contracts are fulfilled are not
          permissible.

     -    Vendors may not submit expenses to cover meals or expenses for an AT&T
          employee, whether in a home location or on official travel

     -    Travel purchased with prepaid air passes.

     -    Birthday cakes, lunches, balloons, and other personal
          celebration/recognition costs

     -    Break-room supplies for the vendor, such as coffee, creamer, paper
          products, soft drinks, snack food

     -    Water (bottled or dispensed by a vendor)

     -    Clothing, personal care, and toiletries

     -    Laundry (except when overnight travel is required for 7 or more
          consecutive nights)

     -    Flight or rental car insurance

     -    Flowers, cards and gifts

     -    Hotel pay-per-view movies, Video Games and/or mini bar items

     -    High speed internet access in hotels (added to 3.5)

     -    Lost luggage

     -    Traffic or Parking Fines

     -    Tobacco Products

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 2 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

     -    Medical supplies

     -    Membership fees to exercise facilities or social/country clubs

     -    Movies purchased while on an airplane

     -    Phone usage on airline unless business emergency

     FAILURE TO COMPLY WITH THE ABOVE MENTIONED RESTRICTIONS WILL RESULT IN THE
     COMPANY REFUSING PAYMENT OF CHARGES OR PURSUING RESTITUTION FROM THE
     VENDOR.

2.0 RESPONSIBILITIES

     2.1 VENDOR'S RESPONSIBILITY

     AT&T's sponsoring client managers will ensure that vendors have been
     covered on this policy prior to incurring any expenditures. Vendors and
     their sponsoring client managers are responsible for clarifying any
     questions or uncertainties they may have relative to reimbursable business
     expenses.

     It is mandatory that financial transactions are recorded in a timely
     manner. OUT-OF-POCKET BUSINESS EXPENSE(S) FOR VENDORS THAT ARE NOT
     SUBMITTED FOR REIMBURSEMENT WITHIN 90 CALENDAR DAYS FROM THE DATE INCURRED
     ARE CONSIDERED NON-REIMBURSABLE. Company managers who are responsible for
     approving reimbursable expenses of vendors should ensure they are submitted
     and approved in a timely manner.

     2.2 AT&T SPONSORING MANAGEMENT RESPONSIBILITY

     Prior to authorizing reimbursement to the vendor for expenditures, it is
     the responsibility of the AT&T managers authorizing the payment to
     determine that:

     -    The expenditure is reasonable and for a legitimate business purpose.

     -    The expenditure complies with the policies contained in this document,
          the Code of Business Conduct, and other applicable Company practices.

     -    All expenses are reviewed through Payment.Net or on form AT&T-4472APA
          and that expenses are prepared in accordance with proper accounting
          details.

     In addition, the sponsoring AT&T managers are responsible for ensuring the
     Vendor Expense Policy has been communicated to each vendor, and that the
     information contained herein is proprietary/confidential information and
     ensures its security and confidentiality. The Vendor must agree to maintain
     this information in confidence.

3.0 TRAVEL POLICY

Vendors must first consider the feasibility of using videoconferencing or
teleconferencing as an alternative to travel. Travel that is to be reimbursed by
AT&T should be incurred only as necessary.

AT&T reserves the right to dispute any expense submittal and if not verifiable
as valid may reject reimbursement. Reimbursements will be made to vendor only
after expenses are verified as valid.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 3 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

     3.1  TRAVEL AUTHORIZATION

          Travel requiring overnight stays must be approved by the sponsoring
          AT&T senior manager (5th level or above) and should be approved only
          if it is necessary for the vendor to travel to perform required work.

     3.2  TRAVEL RESERVATIONS

          Vendors are expected to procure the most cost efficient travel
          arrangements, preferably equivalent to the AT&T discount rate. AT&T
          does not reimburse for travel purchased with prepaid air passes.

     3.3  TRAVEL EXPENSE REIMBURSEMENT

          Vendor travel expenses incurred for company business are reimbursable
          only as specified in these guidelines. Travel expenses may include the
          following:

          -    transportation (airfare or other commercial transportation, car
               rental, personal auto mileage, taxi and shuttle service)

          -    meals and lodging

          -    parking and tolls

          -    tips/porter service (if necessary and reasonable)

          Vendors who stay with friends or relatives or other vendor employees
          while on a Company business trip will NOT be reimbursed for lodging,
          nor will they be reimbursed for expenditures made to reciprocate their
          hospitality by buying groceries, being host at a restaurant, etc.

          The expense must be ordinary and necessary, not lavish or extravagant,
          in the judgment of the AT&T sponsoring management. Any reimbursement
          request must be for actual expenditures only.

     3.4  AIR TRAVEL ARRANGEMENTS

          Vendors must select lowest logical airfare (fares available in the
          market at the time of booking, preferably well in advance of trip to
          attain lowest possible airfare). Vendors shall book coach class fares
          for all domestic travel at all times. First class bookings are not
          reimbursable. Vendors can request business class when a single segment
          of flight time ("in air time" excluding layovers or ground time) is
          greater than 5 hours, or when flights are intercontinental.

     3.5  HOTEL ARRANGEMENTS

          AT&T has established Market-Based Room Rate GuidelineS for vendors to
          reference when making hotel reservations (see Addendum A). Vendors are
          expected to abide by these guidelines when making hotel arrangements.
          AT&T will only reimburse vendors up to the established room rate
          guideline in each market, or for actual hotel lodging charges
          incurred, whichever is less. There must be a strong business
          justification for incurring any cost for internet access, and a
          request for reimbursement must be accompanied by a detailed
          explanation regarding reason for charge.

          NOTE: Vendors must indicate the number of room nights on the
          transaction line when invoicing for reimbursement of hotel expenses.
          Copies of all hotel bills must be made available for any invoice
          containing lodging charges.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 4 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

     3.6  GROUND TRANSPORTATION

          While away from their home location overnight, vendors are expected to
          utilize rapid transit or local shuttle service. If the hotel provides
          a complimentary shuttle, vendors are to use this service before paying
          for transportation. If complimentary service is not provided a taxi or
          other local transportation is reimbursable as a business expense. Tips
          provided to taxi drivers cannot exceed 15% of the value of the total
          fare

          A rental car is appropriate when the anticipated business cost is less
          than that of other available public transportation. Except to the
          extent necessary to accommodate several travelers and/or luggage
          requirements, vendors will not be reimbursed for automobile rentals
          other than economy or mid-sized/intermediate models.

          "Loss Damage Waiver" and "Extended Liability Coverage" are not
          considered reimbursable. Prepaid fuel or refueling charges at the time
          of return are not reimbursable. Rental cars should be refueled before
          returning to the rental company, since gas purchased through the
          rental company carries an expensive refueling service charge.

     3.7  USE OF PERSONAL VEHICLE

          When use of personal vehicle is required, the currently applicable IRS
          mileage rate for miles driven for the business portion of the trip
          should be the maximum used to determine the amount to be reimbursed.

     3.8  PARKING

          If airport parking is necessary, vendors must use long term parking
          facilities. Additional costs for short term, valet or covered parking
          are not reimbursable.

      3.9 ENTERTAINMENT

          Entertainment expense is not reimbursable to vendors. Entertainment
          includes meal expense involving AT&T personnel, golf fees, tickets to
          events and related incidental expenses. Hotel charges for a
          pay-per-view movie, individual sightseeing tours, or other individual
          activities (i.e., golf, sporting event, movie, etc.) are not
          reimbursable.

     3.10 LAUNDRY AND CLEANING

          Reasonable laundry charges during business trips of seven or more
          CONSECUTIVE nights are reimbursable based on actual expenses incurred.

      3.11 COMMUNICATIONS

          The actual cost of landline telephone calls for AT&T business are
          reimbursable. The use of AT&T products is required when available.

          AT&T will not reimburse vendors for cell phone bills. With prior
          consent of the sponsoring AT&T Senior Manager, only individual calls
          that EXCEED a vendor's rate plan that are necessary to conduct
          business for AT&T may be reimbursed.

          Charges for high speed internet access are not reimbursable.

      3.12 BUSINESS MEALS (TRAVEL AND NON-TRAVEL)

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 5 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

          Vendors are expected to find reasonably priced dining alternatives. As
          a general rule, vendors are expected to spend $42.00 OR LESS PER DAY
          inclusive of tax and gratuity. This includes all meals, beverages and
          refreshments purchased during the day. Requests for reimbursement
          should break out the amount for meals and list the related number of
          travel days. If breakfast is offered as part of the hotel
          accommodation rate, no additional reimbursement will be permitted for
          breakfast. Vendors may not submit expenses to cover meals or expenses
          for an AT&T employee, whether in a home location or on official
          travel.

          AT&T managers authorizing invoices will be held accountable for
          ensuring that vendors are following this policy and are spending
          Company funds economically.

     3.13 FLOWERS, GREETING CARDS, GIFTS AND INCENTIVE AWARDS

          The cost of gifts, flowers, birthday lunches, or greeting cards is
          considered a personal expense and is not reimbursable. For example,
          vendors making a donation or providing a gift for a fund-raiser for
          AT&T may not submit such an expense to AT&T for reimbursement.

     3.14 LOSS OR DAMAGE TO PERSONAL PROPERTY

          The Company assumes no responsibility for loss or damage to a vendor's
          personal property during business functions or hours.

     3.15 PUBLICATIONS

          Subscriptions to or purchases of magazines, newspapers and other
          publications are not reimbursable.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 6 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

                                   ADDENDUM A

                    AT&T 2007 HOTEL ROOM RATE ONLY GUIDELINES

<TABLE>
<CAPTION>
                             2007
CITY                 ST   GUIDELINE
- ----                ---   ---------
<S>                 <C>   <C>
Anchorage            AK      $200
Fairbanks            AK      $160
Ketchikan            AK      $135
Glennallen           AK      $135
Fayetteville         AR      $ 90
Hot Springs          AR      $ 90
Little Rock          AR      $ 90
Mesa                 AZ      $140
Phoenix              AZ      $140
Tempe                AZ      $155
Tucson               AZ      $140
Anaheim              CA      $110
Arcadia              CA      $110
Bakersfield          CA      $110
Barstow              CA      $110
Buena Park           CA      $110
Burbank              CA      $135
Burlingame           CA      $175
Carson               CA      $110
Dublin               CA      $110
Eureka               CA      $ 90
Fresno               CA      $110
Garden Grove         CA      $110
Hayward              CA      $ 90
Irvine               CA      $155
Long Beach           CA      $135
Los Angeles          CA      $140
Oakland              CA      $110
Pasadena             CA      $155
Pleasanton           CA      $135
Rancho Cordova       CA      $135
Riverside            CA      $135
Sacramento           CA      $110
San Diego            CA      $140
San Francisco        CA      $200
San Gabriel          CA      $135
San Jose             CA      $135
San Leandro          CA      $135
</TABLE>

<TABLE>
<CAPTION>
                             2007
CITY                 ST   GUIDELINE
- ----                ---   ---------
<S>                 <C>   <C>
Downers Grove        IL      $ 90
Hoffman Estates      IL      $110
Joliet               IL      $ 90
Matteson             IL      $ 90
Oak Lawn             IL      $110
Peoria               IL      $ 90
Rosemont             IL      $155
Schaumburg           IL      $120
Springfield          IL      $ 90
Willowbrook          IL      $ 90
Columbus             IN      $ 90
Indianapolis         IN      $110
South Bend           IN      $ 90
Overland Pk          KS      $ 90
Shawnee              KS      $120
Topeka               KS      $ 90
Wichita              KS      $ 90
Boston               MA      $279
Cambridge            MA      $279
Tewksbury            MA      $110
Columbia             MD      $110
Greenbelt            MD      $175
Hagerstown           MD      $110
Ann Arbor            MI      $ 90
Deaborn              MI      $110
Detroit              MI      $110
Grand Rapids         MI      $110
Grandville           MI      $110
Lansing              MI      $110
Livonia              MI      $110
Plymouth             MI      $110
Saginaw              MI      $ 90
Southfield           MI      $135
Troy                 MI      $110
Minneapolis          MN      $135
Chesterfield         MO      $110
Earth City           MO      $110
Festus               MO      $ 90
</TABLE>

<TABLE>
<CAPTION>
                             2007
CITY                 ST   GUIDELINE
- ----                ---   ---------
<S>                 <C>   <C>
Teaneck              NJ      $140
Tinton Falls         NJ      $140
Warren               NJ      $160
Whippany             NJ      $200
Pahrump              NV      $ 90
Reno                 NV      $110
Buffalo              NY      $135
New York             NY      $325
Syracuse             NY      $135
White Plains         NY      $200
Tarrytown            NY      $200
Vestal               NY      $175
Canton               OH      $ 90
Cleveland            OH      $110
Columbus             OH      $110
Dayton               OH      $ 90
Dublin               OH      $110
Hudson               OH      $ 90
Independence         OH      $110
Pinkerington         OH      $ 90
Reynoldburg          OH      $ 90
Richfield            OH      $ 90
Toledo               OH      $110
Youngstown           OH      $ 90
Oklahoma City        OK      $120
Tulsa                OK      $110
Pittsburg            PA      $135
Memphis              TN      $155
Abilene              TX      $110
Amarillo             TX      $110
Austin               TX      $110
Beaumont             TX      $ 90
Corpus Christi       TX      $110
Dallas               TX      $135
El Paso              TX      $110
Houston              TX      $135
Irving               TX      $120
Lubbock              TX      $ 90
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 7 of 8

<PAGE>

                                                   Agreement No.: 20070319.002.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

<TABLE>
<CAPTION>
                             2007
CITY                 ST   GUIDELINE
- ----                ---   ---------
<S>                 <C>   <C>
San Luis Obispo      CA      $110
San Ramon            CA      $200
Santa Ana            CA      $120
Temucla              CA      $135
Torrance             CA      $110
Walnut Creek         CA      $160
Denver               CO      $120
Colorodo Springs     CO      $140
Greenwood Village    CO      $140
Meriden              CT      $110
New Haven            CT      $140
Washington           DC      $250
Wilmington           DE      $200
Ft. Lauderdale       FL      $110
Jacksonville         FL      $135
Orlando              FL      $110
Tampa                FL      $175
Alpharetta           GA      $110
Atlanta              GA      $135
Augusta              GA      $135
Lawrenceville        GA      $ 90
Arlington Heights    IL      $110
Chicago              IL      $135
</TABLE>

<TABLE>
<CAPTION>
                             2007
CITY                 ST   GUIDELINE
- ----                ---   ---------
<S>                 <C>   <C>
Jefferson City       MO      $ 90
Joplin               MO      $ 90
Kansas City          MO      $110
Maryland Heights     MO      $ 90
Poplar Bluff         MO      $ 90
St Josept            MO      $ 90
Saint Louis          MO      $110
Charlotte            NC      $110
Durham               NC      $110
Triangle Park        NC      $140
BaskingRidge         NJ      $175
Bernardsville        NJ      $175
Bridgewater          NJ      $200
Cranbury             NJ      $155
Edison               NJ      $135
Iselin               NJ      $155
Morristown           NJ      $175
Parsippany           NJ      $200
Piscataway           NJ      $155
Princeton            NJ      $135
Red Bank             NJ      $135
Short Hills          NJ      $250
Somerset             NJ      $140
</TABLE>

<TABLE>
<CAPTION>
                             2007
CITY                 ST   GUIDELINE
- ----                ---   ---------
<S>                 <C>   <C>
Plano                TX      $110
Richardson           TX      $135
San Antonio          TX      $135
The Woodlands        TX      $135
Waco                 TX      $ 90
Chantilly            VA      $200
Arlington            VA      $200
Fairfax              VA      $200
Falls Church         VA      $200
Herndon              VA      $175
Sandston             VA      $120
Sterling             VA      $155
Vienna               VA      $225
Bellevue             WA      $175
Seattle              WA      $155
Bellevue             WA      $175
Appleton             WI      $110
Brookfield           WI      $110
Milwaukee            WI      $110
Madison              WI      $120
Oak Creek            WI      $ 90
</TABLE>

CITIES NOT LISTED ON THIS TOP CITY HOTEL ROOM RATE ONLY GUIDELINE MATRIX,
DEFAULT TO $110.00 NIGHTLY RATE

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                   Page 8 of 8
<PAGE>

                                                Agreement Number: 20070319.002.C
                                                                 Exhibit 5 - NDA

                            NON-DISCLOSURE AGREEMENT

THIS AGREEMENT, effective on the date when signed by the last Party ("Effective
Date"), is between AT&T Services, Inc., a Delaware corporation, on behalf of
itself and its Affiliates (collectively "AT&T"), and (Receiving Party), a
_________________ corporation, on behalf of itself and its Affiliates
(collectively the "Receiving Party"). Each Party may be referred to in the
singular as "Party" or in the plural as "the Parties" to this Agreement.

The Parties agree as follows:

1.   In connection with ongoing discussions or negotiations between AT&T and the
     Receiving Party concerning ***TBD*** (the "Project), AT&T may find it
     beneficial to disclose to the Receiving Party certain confidential or
     proprietary information in written, oral or other tangible or intangible
     forms, which may include, but is not limited to, discoveries, ideas,
     concepts, know-how, techniques, designs, specifications, drawings,
     blueprints, tracings, diagrams, models, samples, flow charts, data,
     computer programs, disks, diskettes, tapes, marketing plans, customer names
     and other technical, financial or business information (individually and
     collectively, "Information"). Information provided by AT&T shall be deemed
     to be confidential and proprietary unless otherwise exempt as specified
     below.

2.   The Receiving Party understands that, except as otherwise agreed in
     writing, the Information which it may receive concerning AT&T's future
     plans with respect to the Project is tentative and is not intended to
     represent firm decisions concerning the implementation of such plans.
     Information provided by AT&TAT&T does not represent a commitment to
     purchase or otherwise acquire any products or services from the Receiving
     Party. If AT&T desires to purchase or otherwise acquire any products or
     services from the Receiving Party, the Parties will execute a separate
     written Agreement to govern such transactions.

3.   The Receiving Party shall:

     a.   hold such Information in confidence with the same degree of care with
          which the Receiving Party protects its own confidential or proprietary
          Information, but no less than reasonably prudent care;

     b.   restrict disclosure of the Information solely to its employees,
          contractors and agents with a need to know such Information, advise
          those persons of their obligations hereunder with respect to such
          Information, and assure that such persons are bound by obligations of
          confidentiality no less stringent than those imposed in this
          Agreement;

     c.   use the Information only as needed for the purposes of the Project;

     d.   except for the purposes of the Project, not copy, distribute, or
          otherwise use such Information or knowingly allow anyone else to copy,
          distribute, or otherwise use such Information, and any and all copies
          shall bear the same notices or legends, if any, as the originals; and

     e.   upon request, promptly return to the AT&T all Information that is in
          tangible form; as to Information that was disclosed in or is stored
          intangible form, including, but not limited to electronic mail, upon
          request by AT&T, the Receiving Party shall certify in writing within

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies, only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                   Page 1 of 4

<PAGE>

          five (5) business days to AT&T that all such Information has been
          destroyed or, if the Information was recorded on an erasable storage
          medium, that Disclosing Party has used reasonable efforts to erase all
          such Intangible Information.

4.   The Receiving Party possessing or receiving Information shall have no
     obligation to preserve the confidential or proprietary nature of any
     Information which:

     a.   was already known to the Receiving Party free of any obligation to
          keep it confidential at the time of its disclosure by AT&T as
          evidenced by the Receiving Party's written records prepared prior to
          such disclosure; or

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

     c.   is rightfully received from a third person having no direct or
          indirect secrecy or confidentiality obligation to AT&T with respect to
          such Information; or

     d.   is independently developed by an employee, contractor or agent of the
          Receiving Party or another party not associated with the Project and
          who did not have any direct or indirect access to the Information, as
          evidenced by the Receiving Party's written records; or

     e.   is approved for release by written authorization by AT&T; or

     f.   it is required to disclose pursuant to an order of a duly empowered
          government agency or a court of competent jurisdiction, provided due
          notice and an adequate opportunity to intervene is given to AT&T,
          unless such notice is prohibited by such order, in which case, the
          Receiving Party shall disclose only such Information as is required
          and will use its reasonable efforts to obtain confidential treatment
          for any Information that is so disclosed.

5.

     (a) The term of this Agreement is three (3) years from the above stated
     Effective Date.

     (b) Notwithstanding the foregoing, this Agreement shall apply to all
     Information relating to the Project disclosed by AT&T for a period of five
     (5) years from the disclosure thereof.

6.   The Information shall be deemed the property of AT&T, who exclusively shall
     retain all rights to such Information. Nothing contained in this Agreement
     shall be construed as granting or conferring any patent, copyright,
     trademark or other proprietary rights by license or otherwise in any such
     Information to the Receiving Party, except for the right to use such
     Information in accordance with this Agreement.

7.   This Agreement shall benefit and be binding upon the Parties hereto and
     their respective Affiliates, successors and assigns. For the purposes of
     this Agreement, the term "Affiliate" means (1) a company, whether
     incorporated or not, which owns, directly or indirectly, a majority
     interest in either Party (a "parent company"), and (2) a company, whether
     incorporated or not, in which a fifty percent (50%) or greater interest is
     owned, either directly or indirectly, by (i) either Party or (ii) a parent
     company.

8.   NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AT&T MAKES NO
     REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies, only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                   Page 2 of 4

<PAGE>

     WITH RESPECT TO ANY INFORMATION FURNISHED HEREUNDER, INCLUDING, WITHOUT
     LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
     PURPOSE OR AGAINST INFRINGEMENT.

9.   In the event the Receiving Party discloses, disseminates, or releases any
     confidential or proprietary Information received from AT&T, except as
     provided in Section 4, such disclosure, dissemination, or release shall be
     deemed a material breach of this Agreement. In the event of such breach,
     AT&T may demand prompt return of all confidential and proprietary
     Information previously provided to the Receiving Party and terminate this
     Agreement. The provisions of this Section are in addition to any other
     legal rights or remedies AT&T may have in law or in equity.

10.  This Agreement may only be changed or supplemented by a written amendment
     signed by authorized representatives of the Parties to this Agreement.

11.  This Agreement shall be governed by and construed in accordance with the
     laws of the State of Texas, irrespective of its choice of law principles.
     Both Parties agree to comply with all laws, including, but not limited to,
     laws and regulations regarding the export of information outside the United
     States. The Receiving Party will not knowingly transmit, directly or
     indirectly, in whole or in part, any Information of AT&T, or export,
     directly or indirectly, any product of the Information in contravention of
     the laws of the United States or the laws of any other country governing
     the aforesaid activities. The Receiving Party will not transfer any
     Information received hereunder or any product made using such Information
     to any country prohibited from receiving such data or product by the U.S.
     Department of Commerce Export Administration Regulations without first
     obtaining a valid export license and written consent of AT&T. In the event
     the Receiving Party violates the foregoing, it agrees to defend, indemnify,
     and hold harmless AT&T from and against any claim, loss, liability, expense
     or damage including fines or legal fees, incurred by AT&T with respect to
     the export or re-export activities contrary to the foregoing.
     Notwithstanding any other provision of this Agreement or any Supplement
     attached hereto, this Section shall survive any termination or expiration
     of this Agreement and any Supplements attached hereto.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which
may be in duplicate counterparts, each of which will be deemed to be an original
instrument.

                                        AT&T SERVICES, INC.


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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies, only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                   Page 3 of 4
<PAGE>

                                                    Agreement No. 20070319.002.C
                                                Exhibit 6 - NDA AT&T Contractors

                                    EXHIBIT 6

                  NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
                              FOR AT&T CONTRACTORS

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ("Agreement") is made as of
the ______ day of _____________, 200_

BY AND BETWEEN:

AMDOCS, INC., a company organized and existing under the laws of State of
Delaware (hereinafter referred to as "AMDOCS");

AND

________________________________, a ______________________ [corporation,
partnership, etc.] organized and existing under the laws of ____________________
(hereinafter referred to as the "Receiving Party").

WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or the
author of and/or has the right to license certain valuable proprietary routines,
computer programs, documentation, trade secrets, systems, methodology, know-how,
marketing and other commercial knowledge, techniques, specifications, plans and
other proprietary information, all of which, including any related ideas and
look-and-feel, when and as provided to Receiving Party in connection with this
Agreement and the Consulting Services are referred to in this Agreement as "the
AMDOCS Proprietary Information"; and

WHEREAS AMDOCS has been engaged by AT&T Services, Inc. (hereinafter referred to
as "AT&T") to provide certain information technology services to AT&T; and

WHEREAS the Receiving Party has been engaged as a ______________________
[subcontractor, consultant, vendor, etc.] by AT&T for
__________________________________ (add description of services) (hereinafter
referred to as the "Consulting Services"); and

WHEREAS AT&T has asked AMDOCS to allow the Receiving Party access to the AMDOCS
Proprietary Information for the purpose of being provided with the Consulting
Services; and

WHEREAS AMDOCS agrees to provide the Receiving Party with the requested access
to the AMDOCS Proprietary Information or to permit AT&T to provide such access
to the AMDOCS Proprietary Information, but only subject to the Receiving Party
first becoming obligated to confidentiality by signing this Agreement; and

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        1

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                Exhibit 6 - NDA AT&T Contractors

WHEREAS AMDOCS and the Receiving Party wish to evidence by this Agreement the
manner in which the AMDOCS Proprietary Information will be treated;

NOW, THEREFORE, the parties agree as follows:

1.   The Receiving Party agrees to hold strictly confidential the AMDOCS
     Proprietary Information and shall not copy, distribute, disseminate or
     otherwise disclose the AMDOCS Proprietary Information to anyone other than
     to employees of AT&T or the Receiving Party who have a need to know such
     information for purposes of providing the Consulting Services.

2.   Furthermore, the Receiving Party hereby undertakes:

     (a)  not to use the AMDOCS Proprietary Information for any purposes other
          than the Consulting Services;

     (b)  not to make the AMDOCS Proprietary Information available to, not
          permit its use by any third party, directly or indirectly, with the
          exception of AT&T as aforesaid;

     (c)  not to sell, grant or in any other way enable any third party to use
          the AMDOCS Proprietary Information;

     (d)  without derogating from the foregoing, during the term of this
          Agreement, not to use the AMDOCS Proprietary Information:

          (i)  in developing software system(s) for itself or any third party;

          (ii) in competing with AMDOCS in the area of selling or providing such
               software system(s) or operations or tier 1 support services based
               on the AMDOCS Proprietary Information; and/or

          (iii) in operating a service bureau for others.

     (e)  [NOTE: AT&T will use commercially reasonable efforts to seek the
          following with respect to Amdocs Competitors; and Amdocs acknowledges
          that it will not require this provision to the extent that obtaining
          the the Receiving Party's agreement to these restrictions result in
          the Amdoc Competitor charging AT&T or its Affiliates materially
          greater charges or other material adverse impacts:][NOTE: THE
          FOREGOING TO BE REMOVED BEFORE DISTRIBUTING TO THE RECEIVING PARTY]For
          a period of one (1) year following the applicable Receiving Party's
          personnel's involvement in the Consulting Services, Receiving Party
          personnel who received the AMDOCS Proprietary Information shall not be
          assigned by Receiving Party to projects in which AMDOCS and Receiving
          Party are competing with respect to selling or providing operations or
          Tier 1 support services with respect to software systems having the
          same or similar functional characteristics as those contained within
          the Telegence customer care and billing system used by AT & T; and

     (f)  The Receiving Party's personnel who receive access to the AMDOCS
          Proprietary Information will not: (i) use the name of the Disclosing
          Party in any marketing

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        2

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                Exhibit 6 - NDA AT&T Contractors

          materials, publicity materials or materials submitted to a client or
          prospective client, except for AT&T, without the prior written consent
          of AMDOCS; (ii) disclose to any third parties that they have any
          familiarity with or knowledge of the AMDOCS Proprietary Information
          disclosed under this Agreement; and (iii) disparage AMDOCS, its
          products or services.]

3.   Upon the termination and/or expiration of this Agreement for any reason
     and/or upon the conclusion of the Consulting Services and/or at the request
     of AMDOCS, the Receiving Party shall:

     (a)  return to AMDOCS any document or other material in tangible form in
          its possession being part of the AMDOCS Proprietary Information;
          and/or

     (b)  destroy any document or other material in tangible form that contains
          the AMDOCS Proprietary Information together with proprietary
          information of AT & T; and

     (c)  confirm such return and/or destruction in writing to AMDOCS.

4.   Disclosure of the AMDOCS Proprietary Information to the Receiving Party may
     be made in writing, in any tangible form, electronically, orally, or occur
     by demonstration.

5.   Disclosure of the AMDOCS Proprietary Information to the Receiving Party
     shall in no way serve to create, on the part of the Receiving Party, a
     license to use, or any proprietary right in, the AMDOCS Proprietary
     Information or in any other proprietary product, trade mark, copyright or
     other right of AMDOCS.

6.   Any use by the Receiving Party of the AMDOCS Proprietary Information
     permitted under this Agreement is conditioned upon the Receiving Party
     first taking the safeguards and measures required to secure the
     confidentiality of such information as required by this Agreement. Without
     limiting the generality of the foregoing, the Receiving Party shall draw to
     the attention of its employees, who shall have access to the AMDOCS
     Proprietary Information, all the obligations contained in this Agreement,
     and shall cause each such employee to be bound by confidentiality
     obligations substantially similar to those herein.

7.   The confidentiality obligations of the Receiving Party regarding the AMDOCS
     Proprietary Information shall not apply to such information which:

     (a)  becomes publicly available without fault on the part of the Receiving
          Party;

     (b)  is lawfully obtained by the Receiving Party from any source other than
          AMDOCS or AT&T free of any obligation to keep it confidential;

     (c)  is previously known to the Receiving Party without an obligation to
          keep it confidential, as can be substantiated by written records;

     (d)  is expressly released in writing from such obligations by AMDOCS;

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        3

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                Exhibit 6 - NDA AT&T Contractors

     (e)  is independently developed by the Receiving Party without reference to
          AMDOCS Proprietary Information; or

     (f)  is required to be disclosed pursuant to law, regulation, judicial or
          administrative order or request by a governmental or other entity
          authorized by law to make such request; provided, however, that the
          Receiving Party first notifies AMDOCS to enable it to seek relief from
          such requirement, and renders reasonable assistance requested by
          AMDOCS (at AMDOCS' expense) in connection therewith.

8.   This Agreement shall be in full force and effect for a period commencing on
     the date first stated above and ending either four (4) years after the
     conclusion of the Consulting Services referred to herein or five (5) years
     from the date of the last disclosure, whichever occurs later.

9.   In the event that a copy of any part of the AMDOCS Proprietary Information
     cannot be returned as a result of physical impossibility, such copy shall
     be promptly destroyed and such destruction shall be certified in writing by
     the Receiving Party. The provisions of this paragraph are in addition to
     any other legal or equitable rights and remedies that AMDOCS may have.

10.  (a)  The Receiving Party acknowledges that a breach of this Agreement may
          cause AMDOCS extensive and irreparable harm and damage, and agrees
          that AMDOCS shall be entitled to seek injunctive relief to prevent use
          or disclosure of the AMDOCS Proprietary Information not authorized by
          this Agreement, in addition to any other remedy available to AMDOCS
          under applicable law.

     (b)  Furthermore, the Receiving Party hereby acknowledges that any breach
          of this Agreement may cause the termination of its engagement by AT&T
          and/or the provision of the Consulting Services as a result of AMDOCS'
          activities to protect its rights under this Agreement, and agrees that
          it shall have no recourse or claim of action against AMDOCS and/or
          AT&T based upon or in connection with such activities.

11.  This Agreement constitutes the entire Agreement between the parties and
     supersedes any prior or contemporaneous oral or written representation with
     regard to the subject matter hereof. This Agreement may not be modified
     except by a written instrument signed by both parties.

12.  If, however, any provision of this Agreement is determined to be invalid or
     unenforceable, such invalidity or unenforceability shall not invalidate or
     render unenforceable the entire Agreement, but rather the entire Agreement
     shall be construed as if not containing the particular invalid or
     unenforceable provision, and the rights and obligations of the parties
     shall be construed and enforced accordingly. In addition, the parties
     hereby agree to cooperate with each other to replace the invalid or
     unenforceable provision with a valid

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        4

<PAGE>

                                                    Agreement No. 20070319.002.C
                                                Exhibit 6 - NDA AT&T Contractors

     and enforceable provision which will achieve the same result (to the
     maximum legal extent) as the provision determined to be invalid or
     unenforceable.

13.  The validity, performance, construction and effect of this Agreement shall
     be governed by the laws of New York, without giving effect to its
     provisions regarding conflict of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first stated above.

____________________                    AMDOCS, INC.
("Receiving Party")                     ("AMDOCS")


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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        5
<PAGE>

                                                Agreement Number: 20070319.002.C
                                           Exhibit 7A - Background Checks (U.S.)

                      EXHIBIT 7 - BACKGROUND CHECKS (U.S.)

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 1

<PAGE>

                                                    Agreement No: 20070319.002.C
                                       Exhibit 7(B) - Background Checks (Non-US)

EXHIBIT 7(B) -- BACKGROUND CHECKS (NON-U.S.)

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>y43168exv99w2.txt
<DESCRIPTION>INFORMATION TECHNOLOGY SERVICES AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

Agreement No.:  20070413.019.C

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

                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

                        Agreement Number: 20070413.019.C

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.    BACKGROUND AND OBJECTIVES...........................................     1
      1.1     Information Technology Services.............................     1
      1.2     Goals and Objectives........................................     1
      1.3     Interpretation..............................................     2

2.    DEFINITIONS AND DOCUMENTS...........................................     2
      2.1     Definitions.................................................     2
      2.2     Other Terms.................................................    16
      2.3     Associated Contract Documents...............................    16

3.    TERM................................................................    19
      3.1     Initial Term................................................    19
      3.2     Extension...................................................    19

4.    SERVICES............................................................    19
      4.1     Overview....................................................    19
      4.2     Transition Services.........................................    21
      4.3     Termination Assistance Services.............................    22
      4.4     Use of Third Parties........................................    27

5.    [**]................................................................    28
      5.1     Amdocs Responsibility.......................................    28
      5.2     AT&T Responsibility.........................................    28
      5.3     Financial Responsibility for [**]...........................    28
      5.4     Contingent Arrangements.....................................    28
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.


                                        i

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
      5.5     Cooperation.................................................    28

6.    FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED
      WITH THE PROVISION OF SERVICES......................................    28
      6.1     Service Facilities/Location.................................    29
      6.2     Use of Amdocs Facilities....................................    34
      6.3     AT&T Rules/Employee Safety..................................    34
      6.4     Software....................................................    35
      6.5     Equipment...................................................    37
      6.6     Third Party Contracts.......................................    38
      6.7     Assignment of Third-Party Contracts.........................    39
      6.8     License to AT&T-Owned Software and Third-Party Software.....    41
      6.9     License to Amdocs-Owned Materials and Third-Party Software..    43
      6.10    Asset Tracking..............................................    43
      6.11    Managed Third Parties.......................................    43
      6.12    Notice of Defaults..........................................    45

7.    SERVICE LEVELS......................................................    45
      7.1     General.....................................................    45
      7.2     Service Level [**]..........................................    45
      7.3     Problem Analysis............................................    46
      7.4     Measurement and Monitoring..................................    46
      7.5     [**]........................................................    46
      7.6     Notice of Default...........................................    47
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       ii

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
8.    PERSONNEL...........................................................    47
      8.1     Transitioned Personnel......................................    47
      8.2     Employee Benefit Plans......................................    48
      8.3     Designated Amdocs Personnel and Critical Support Personnel..    50
      8.4     [**] Transitioned Employees.................................    50
      8.5     [**]........................................................    50
      8.6     [**] Designated Amdocs Personnel............................    50
      8.7     Amdocs Personnel Are Not AT&T Employees.....................    50
      8.8     Replacement, Qualifications and Retention of Amdocs
              Personnel...................................................    51
      8.9     Conduct of Amdocs Personnel.................................    52
      8.10    Substance Abuse.............................................    53
      8.11    Union Agreements............................................    53
      8.12    Labor Disputes..............................................    53

9.    AMDOCS RESPONSIBILITIES.............................................    54
      9.1     Policy and Procedures Manual................................    54
      9.2     Governance..................................................    55
      9.3     Reports.....................................................    56
      9.4     Quality Assurance...........................................    56
      9.5     [**] Strategic Decisions and Authority......................    58
      9.6     Change Management...........................................    59
      9.7     Software Currency...........................................    61
      9.8     Access to Specialized Amdocs Skills and Resources...........    61
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       iii

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
      9.9     Audit Rights................................................    61
      9.10    Subcontractors..............................................    64
      9.11    Amdocs Diversity............................................    66
      9.12    Government Contract Flow-Down Clauses.......................    67
      9.13    Disaster Recovery and Business Continuity Plan..............    68

10.   AT&T RESPONSIBILITIES...............................................    68
      10.1    Responsibilities............................................    68
      10.2    Savings Clause..............................................    69

11.   CHARGES.............................................................    69
      11.1    General.....................................................    69
      11.2    Reimbursable Expenses / [**]................................    70
      11.3    [**]........................................................    71
      11.4    Taxes.......................................................    71
      11.5    New Services................................................    73
      11.6    [**]........................................................    74
      11.7    Technology..................................................    75
      11.8    Proration...................................................    76
      11.9    Refundable Items............................................    76
      11.10   [**]........................................................    76
      11.11   [**]........................................................    77
      11.12   Inspection of Work..........................................    77

12.   INVOICING AND PAYMENT...............................................    77
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       iv

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
      12.1    Invoicing...................................................    77
      12.2    Payment Due.................................................    78
      12.3    [**]........................................................    78
      12.4    [**]........................................................    78

13.   AT&T DATA AND OTHER PROPRIETARY INFORMATION.........................    78
      13.1    AT&T Ownership of AT&T Data.................................    78
      13.2    Safeguarding AT&T Data......................................    79
      13.3    Customer Information........................................    80
      13.4    Confidentiality.............................................    81
      13.5    Confidentiality And Invention Agreement and Non-Disclosure
              Agreement...................................................    84
      13.6    File Access.................................................    85

14.   OWNERSHIP OF MATERIALS..............................................    86
      14.1    AT&T-Owned Materials........................................    86
      14.2    Developed Materials.........................................    86
      14.3    Amdocs-Owned Materials......................................    87
      14.4    Other Materials.............................................    88
      14.5    Placement of Accurate Legends...............................    88
      14.6    General Rights..............................................    88
      14.7    AT&T Rights Upon Expiration or Termination of Agreement.....    89

15.   REPRESENTATIONS, WARRANTIES AND COVENANTS...........................    92
      15.1    Work Standards..............................................    92
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        v

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
      15.2    Maintenance, Efficiency and Cost Effectiveness..............    92
      15.3    Software....................................................    93
      15.4    Non-Infringement............................................    94
      15.5    Authorization...............................................    95
      15.6    Inducements.................................................    96
      15.7    Malicious Code..............................................    96
      15.8    Disabling Code..............................................    97
      15.9    Compliance with Laws........................................    97
      15.10   Interoperability............................................   101
      15.11   Offshore Transfer or Processing of AT&T Data................   102
      15.12   Disclaimer..................................................   103

16.   INSURANCE AND RISK OF LOSS..........................................   104
      16.1    Insurance...................................................   104
      16.2    Risk of Loss................................................   108
      16.3    Third Party Administrator...................................   108

17.   INDEMNITIES.........................................................   109
      17.1    Indemnity by Amdocs.........................................   109
      17.2    Indemnity by AT&T...........................................   110
      17.3    Additional Indemnities......................................   110
      17.4    Environmental...............................................   111
      17.5    Indemnification Procedures..................................   112
      17.6    Indemnification Procedures--Governmental Claims.............   114
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       vi

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
      17.7    Subrogation.................................................   114

18.   LIABILITY...........................................................   114
      18.1    General Intent..............................................   114
      18.2    Force Majeure...............................................   114
      18.3    Limitation of Liability.....................................   116

19.   DISPUTE RESOLUTION..................................................   118
      19.1    Informal Dispute Resolution.................................   118
      19.2    Arbitration.................................................   119
      19.3    Continued Performance.......................................   121
      19.4    Governing Law...............................................   121
      19.5    Venue and Jurisdiction......................................   122

20.   TERMINATION.........................................................   122
      20.1    Termination for Cause.......................................   122
      20.2    Critical Services...........................................   123
      20.3    Termination for Convenience.................................   123
      20.4    Termination Upon Amdocs Change of Control...................   124
      20.5    Termination Upon AT&T Mergers and Acquisitions..............   125
      20.6    Termination Upon [**].......................................   125
      20.7    Insolvency..................................................   125
      20.8    Partial Termination.........................................   127
      20.9    Equitable Remedies..........................................   127

21.   GENERAL.............................................................   128
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       vii

<PAGE>

                        Agreement Number: 20070413.019.C

                                Table of Contents

                                   (continued)

<TABLE>
<S>                                                                          <C>
      21.1    Binding Nature and Assignment...............................   128
      21.2    Entire Agreement; Amendment.................................   129
      21.3    Notices.....................................................   130
      21.4    Counterparts................................................   132
      21.5    Headings....................................................   132
      21.6    Relationship of Parties.....................................   132
      21.7    Severability................................................   132
      21.8    Consents and Approval.......................................   132
      21.9    Waiver of Default; Cumulative Remedies......................   133
      21.10   Survival....................................................   133
      21.11   Publicity...................................................   133
      21.12   Third-Party Beneficiaries...................................   134
      21.13   Order of Precedence.........................................   134
      21.14   [**]........................................................   134
      21.15   Further Assurances..........................................   134
      21.16   No Liens....................................................   135
      21.17   Covenant of Good Faith......................................   135
      21.18   Reservation of Licenses and Rights..........................   135
      21.19   Acknowledgment..............................................   135
</TABLE>

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                      viii

<PAGE>

Agreement Number: 20070413.019.C

                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

     This Information Technology Services Agreement (this "AGREEMENT") is
entered into effective April 17, 2007 (the "EFFECTIVE DATE") by and between AT&T
SERVICES, INC., a Delaware corporation ("AT&T"), and AMDOCS, INC., a Delaware
corporation ("AMDOCS" or "SUPPLIER").

     WHEREAS, AT&T and Amdocs have engaged in extensive negotiations,
discussions and due diligence that have culminated in the formation of the
contractual relationship described in this Agreement;

     WHEREAS, AT&T desires to procure from Amdocs, and Amdocs desires to provide
to AT&T, the products and services described in this Agreement, on the terms and
conditions specified herein;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, AT&T and Amdocs (collectively, the
"PARTIES" and each, a "PARTY") hereby agree as follows:

1.   BACKGROUND AND OBJECTIVES.

1.1  INFORMATION TECHNOLOGY SERVICES.

     AT&T hereby engages Amdocs to perform all of the obligations set forth in
     this Agreement, including the Services, and Amdocs hereby accepts such
     engagement and promises to perform according to this Agreement. Amdocs
     hereby assumes full and total responsibility for performing the Services in
     accordance with the terms of this Agreement.

1.2  GOALS AND OBJECTIVES.

     The Parties acknowledge and agree that the specific goals and objectives of
     the Parties in entering into this Agreement are to provide [**] to AT&T
     [**].

1.3  INTERPRETATION.

     The provisions of this ARTICLE 1 are intended to be a general introduction
     to this

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                Agreement Number: 20070413.019.C

     Agreement and are not intended to expand the scope of the Parties'
     obligations or alter the plain meaning of this Agreement's terms and
     conditions, as set forth hereinafter. However, to the extent the terms and
     conditions of this Agreement are unclear or ambiguous, such terms and
     conditions are to be construed so as to be consistent with the background
     and objectives set forth in this ARTICLE 1.

2.   DEFINITIONS AND DOCUMENTS.

2.1  DEFINITIONS.

As used in this Agreement:

     "ACCEPTANCE" means the determination, [**], that Software, Developed
     Materials and/or other contract deliverables are in Compliance. If
     applicable, such determination shall be made following implementation,
     installation, testing and execution in the production environment for a
     number of cycles to be determined by AT&T, but in no case more than [**]
     cycles, [**] and [**] cycle (provided that AT&T [**]), that Software,
     Developed Materials and/or other contract deliverables are demonstrated to
     be in Compliance. Notwithstanding the foregoing, if AT&T uses the
     deliverable in production, as stated above, the deliverable has met the
     applicable Service Levels and/or Specifications and AT&T has not, within
     [**] days of the later of the applicable production installation or
     conversion date, notified Amdocs in writing of any missing material
     functionality or any non-Compliance with the Specifications, Acceptance
     will be deemed to have occurred.

     "ACQUIRED RIGHTS DIRECTIVE" means EC Directive 2001/23, dated March 12,
     2001 (and applicable national or state measures or judicial decisions
     interpreting same).

     "ADM" means application development and maintenance and references
     generally the type of Services being performed by Amdocs under this
     Agreement.

     "AFFILIATE" means, generally, with respect to any Entity, any other Entity
     Controlling, Controlled by or under common Control with such Entity.

     "AMDOCS ACCOUNT OFFICE" means, collectively, the Amdocs Account Executive
     and the Amdocs Account Manager as defined in SCHEDULE D, PART 4.

     "AMDOCS FACILITY(IES)" means, individually and collectively, the facilities
     owned or leased by Amdocs (or its Affiliates or Subcontractors) from which
     Amdocs (or its

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                Agreement Number: 20070413.019.C

     Affiliates or Subcontractors) provides any Services. Amdocs Facilities are
     listed on SCHEDULE N.2.

     "AMDOCS OWNED MATERIALS" has the meaning ascribed to such term in SECTION
     14.3(A).

     "AMDOCS OWNED SOFTWARE" means any Software owned by Amdocs (or an Amdocs
     Affiliate or Subcontractor) and used to provide the Services.

     "AMDOCS PERSONNEL" means those employees, representatives, contractors,
     subcontractors and agents of Amdocs, Subcontractors and Amdocs Affiliates
     who perform any Services under this Agreement. Amdocs Personnel shall
     include Transitioned Employees.

     "[**]" means the [**] for which Amdocs has financial responsibility under
     SECTION 6.4(A).

     "APPLICATIONS" and "APPLICATION SOFTWARE" mean those software application
     programs and programming (and all modifications, replacements, upgrades,
     enhancements, documentation, materials and media related thereto) used to
     support day-to-day business operations and accomplish specific business
     objectives related to AT&T's and the Eligible Recipients' [**], together
     with related other programs and programming supporting such software, such
     as tools. Application Software shall include all such programs or
     programming in use or required to be used as of the Commencement Date,
     including those listed on SCHEDULE A. Application Software also shall
     include all such programs or programming developed and/or introduced by or
     for AT&T or the Eligible Recipients on or after the Commencement Date.

     "[**]" means the [**] attached hereto as SCHEDULE J.

     "AT&T CONTRACT OFFICE" means, collectively, the AT&T Contract Executive and
     the AT&T Contract Manager as defined in SCHEDULE D, PART 4.

     "AT&T DATA" means any data or information of AT&T or any Eligible
     Recipient, and any data or information of the customers of AT&T or any
     Eligible Recipient, that is provided to or obtained by Amdocs in the
     performance of its obligations under this Agreement, including [**] and
     information with respect to the businesses, customer, operations,
     facilities, products, rates, regulatory compliance, competitors, consumer
     markets, assets, expenditures, mergers, acquisitions, divestitures,
     billings, collections,

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                Agreement Number: 20070413.019.C

     revenues and finances of AT&T or any Eligible Recipient. AT&T Data also
     means any data or information created, generated, collected or processed by
     Amdocs in the performance of its obligations under this Agreement,
     including data processing input and output, service level measurements,
     asset information, third-party service and product agreements, contract
     charges and retained and Pass-Through expenses.

     "AT&T FACILITIES" means the facilities listed in SCHEDULE N.1 provided by
     AT&T or the Eligible Recipient for the use of Amdocs to the extent
     necessary to provide the Services.

     "AT&T-OWNED SOFTWARE" means Software owned by AT&T or an Eligible Recipient
     and used, operated, maintained or supported by or on behalf of Amdocs under
     or in connection with this Agreement.

     "AT&T PERSONAL DATA" means that portion of AT&T Data that is subject to any
     Privacy Laws and includes Customer Information (for example, under 47
     U.S.C. Section 222(b)).

     "AT&T PERSONNEL" means the employees, agents, contractors or
     representatives of AT&T who performed any of the services to be provided by
     Amdocs during the twelve (12) months preceding the Commencement Date.

     "[**]" means the [**] for which AT&T has financial responsibility under
     SECTION 6.4(A).

     "AT&T THIRD-PARTY CONTRACTORS" has the meaning ascribed to such term in
     SECTION 4.4(A).

     "BANKRUPTCY CODE" means Title 11 of the United States Code.

     "BANKRUPTCY REJECTION" has the meaning ascribed to such term in SECTION
     20.7(B).

     "BENCHMARKER" has the meaning ascribed to such term in SECTION 11.10(A).

     "BENCHMARKING" has the meaning ascribed to such term in SECTION 11.10(A).

     "BUSINESS CONTINUITY" means AT&T's overall, enterprise-wide plans and
     activities intended to enable continued business operation in the event of
     any unforeseen interruption (e.g., plans and activities to move a
     department or business unit to a new location in the event of a business
     disruption).

     "CHANGE" means any change to the (a) Services or (b) Software, Systems or
     Equipment

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                                                Agreement Number: 20070413.019.C

     including changes to programs, manual procedures, job control language
     statements, distribution parameters or schedules applicable to the
     Services. Changes described in clause (b) above are also referred to as
     "System Changes."

     "CHANGE MANAGEMENT" means the processes relating to planning and performing
     all Changes. The Change Management process will support and include
     checkpoints to determine any potential or required Change Management
     Procedures.

     "CHANGE MANAGEMENT PROCEDURES" has the meaning ascribed to such term in
     SECTION 9.6 and as shall be codified in the Policy and Procedures Manual.

     "CHARGES" means the amounts set forth in ARTICLE 11 and SCHEDULE I as
     charges for the Services.

     "COMMENCEMENT DATE" means [**], or such other date as the Parties may agree
     upon in writing as the date on which Amdocs will assume full responsibility
     for the Services.

     "COMPLIANCE" and "COMPLY" means, with respect to Software, Equipment,
     Systems or other contract deliverables to be implemented, designed,
     developed, delivered, integrated, installed and/or tested by Amdocs,
     compliance in all material respects with the Specifications.

     "COMPOSITE LABOR RATE" has meaning ascribed to such term in SCHEDULE I.

     "CONTRACT YEAR" means a period during the Term of this Agreement commencing
     on the Commencement Date or an anniversary thereof and ending on the date
     one (1) year thereafter (or, if earlier, on the last day of the Term of
     this Agreement). If any Contract Year is less than twelve (12) months, the
     rights and obligations under this Agreement that are calculated on a
     Contract Year basis will be proportionately adjusted for such shorter
     period.

     "CONTROL" and its derivatives mean: (a) the legal, beneficial or equitable
     ownership, directly or indirectly, of (i) at least 50% of the aggregate of
     all voting equity interests in an Entity or (ii) equity interests having
     the right to at least 50% of the profits of an Entity or, in the event of
     dissolution, to at least 50% of the assets of an Entity; (b) the right to
     appoint, directly or indirectly, a majority of the board of directors; (c)
     the right to control, directly or indirectly, the management or direction
     of the Entity by contract or corporate governance document; or (d) in the
     case of a partnership, the holding by an Entity (or one

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                                                Agreement Number: 20070413.019.C

     of its Affiliates) of the position of sole general partner.

     "CUSTOMER INFORMATION" means that portion of the AT&T Data consisting of
     information of or about a customer of AT&T or an Eligible Recipient,
     including customer name, address, e-mail address, and/or phone number
     (listed or unlisted); personal information such as birth date, social
     security number, drivers license, credit card information, bank account,
     account number or personal identification numbers; information concerning
     calling patterns, call details, records of incoming or outgoing calls, or
     minutes of use or other use of AT&T's or an Eligible Recipient's services;
     information related to payments, credit status, and transactions with AT&T
     or an Eligible Recipient; demographic information; or aggregate customer
     data including aggregate data with individual identifying information
     deleted and CPNI.

     "CUSTOMER PROPRIETARY NETWORK INFORMATION" or "CPNI" means that portion of
     the AT&T Data consisting of (i) "customer proprietary network information"
     as defined under the Communications Act of 1934, as amended, including by
     the Telecommunications Act of 1996, and applicable Federal Communications
     Commission orders and regulations; (ii) any of the following information of
     any customer of AT&T or any Eligible Recipient, or any customer of any such
     customer, whether individual or aggregate, whether or not including
     identifying information: names, addresses, phone numbers, calling patterns,
     quantity, nature, technical configurations, locations, types, destinations
     or amount of use of telecommunications services received or calls received
     or made; (iii) information contained on the telephone bills of AT&T's or
     any Eligible Recipient's customers (including the customers of such
     customers) pertaining to telephone exchange service or telephone toll
     service received by a customer of AT&T or of any Eligible Recipient, or a
     customer of such customer; (iv) unlisted customer numbers; (v) aggregate
     customer data with individual identifying information deleted; or (vi)
     information available to AT&T or any Eligible Recipient by virtue of AT&T's
     or any Eligible Recipient's relationship with its customers as a provider
     of telecommunications service, or by virtue of their customers'
     relationships with their own customers as a provider(s) of
     telecommunications services.

     "CRITICAL SUPPORT PERSONNEL" means those individuals identified as Critical
     Support Personnel in SCHEDULE L as critical to the ongoing success of
     Amdocs' delivery of the Services to AT&T and the Eligible Recipients.

     "DESIGNATED AMDOCS PERSONNEL" means the Amdocs Personnel filling the
     positions designated in SCHEDULE B as "Designated Amdocs Personnel."

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                                                Agreement Number: 20070413.019.C

     "DEVELOPED MATERIALS" means any Materials, or any modifications,
     enhancements or derivative works thereof, developed by or on behalf of
     Amdocs for AT&T in connection with or as part of the Services.

     "DISABLING CODE" means computer instructions, features or functions that
     may permit Amdocs or a third party to, or may automatically: (a) alter,
     destroy or inhibit Software and/or a processing environment; (b) erase,
     destroy, corrupt or modify any data, programs, materials or information
     used by AT&T or an Eligible Recipient or store any data, programs,
     materials or information on AT&T's or an Eligible Recipient's computers
     without the consent of AT&T; (c) discontinue AT&T's effective use of the
     Software; or (d) bypass any internal or external software security measure
     to obtain access to any hardware or software of AT&T or an Eligible
     Recipient without the consent or knowledge of AT&T, including other
     programs' data storage and computer libraries. Disabling Code includes
     programs that self-replicate without manual intervention, instructions
     programmed to activate at a predetermined time or upon a specified event
     and/or programs purporting to do a meaningful function but designed for a
     different function.

     "DISASTER RECOVERY" means the specific plans and activities required to
     continue provisioning the Services in the event of an unforeseen
     interruption. The Disaster Recovery plans and activities include support
     and coordination with the Business Continuity plans and activities.

     "EAR DENIED PERSONS LIST" shall mean the Export Administration Regulations
     denied persons list of the Bureau of Industry and Security of the United
     States Department of Commerce, as updated, or such other list of the United
     States that may replace, or be of similar subject matter to, the Export
     Administration Regulations denied persons list.

     "EFFECTIVE DATE" has the meaning ascribed to such term in the preamble to
     this Agreement.

     "ELIGIBLE RECIPIENTS" means, collectively, and to the extent such Entity is
     receiving Services under this Agreement, the following:

     (a)  AT&T;

     (b)  [**] on the Commencement Date, or thereafter becomes [**];

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                                                Agreement Number: 20070413.019.C

     (c)  [**] after the Commencement Date [**];

     (d)  [**] after the Effective Date [**];

     (e)  [**];

     (f)  [**];

     (g)  [**];

     (h)  [**];

     (i)  [**]; and

     (j)  other entities to which the Parties agree.

     "EMPLOYMENT EFFECTIVE DATE" shall mean, with respect to each Transitioned
     Employee, the date that such Transitioned Employee begins employment with
     Amdocs, in accordance with applicable Laws.

     "END USER" means all Eligible Recipients (and their respective employees,
     contractors, subcontractors, agents and representatives, other than Amdocs
     and its Subcontractors) and other persons or entities designated by AT&T to
     receive or use the Software, Equipment, Systems or Services provided,
     developed, operated or maintained by Amdocs under this Agreement.

     "ENTITY" means a corporation, partnership, joint venture, trust, limited
     liability company, association or other organization or Entity.

     "EQUIPMENT" means all computing, networking and communications equipment
     procured, provided, operated, supported or used by Amdocs in connection
     with the Services, including (i) mainframe, midrange, server and
     distributed computing equipment and associated attachments, features,
     accessories, peripheral devices and cabling, (ii) personal computers,
     laptop computers and workstations and associated attachments, features,
     accessories, peripheral devices and cabling, and (iii) voice/video
     telecommunications and network equipment and associated attachments,
     features, accessories, peripheral devices and cabling.

     "EQUIPMENT LEASES" means all leasing arrangements whereby AT&T leases
     Equipment

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                                        8

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                                                Agreement Number: 20070413.019.C

     which will be used by Amdocs to perform the Services.

     "EVENT OF LOSS" has the meaning ascribed to such term in Section 16.2.

     "[**]" has the meaning ascribed to such term in Section 11.6(a).

     "FCPA" means the Foreign Corrupt Practices Act.

     "FULL TIME EQUIVALENT" or "FTE" means a level of effort, excluding
     vacation, holidays, training, administration and other non-productive time
     (but including a reasonable amount of additional work outside normal
     business hours), equivalent to that which would be provided by one person
     working full time for one year. Unless otherwise agreed, [**] total effort
     during any period shall not amount to more than [**] in such period.

     "HAZARDOUS MATERIALS" means each and every element, compound, chemical
     mixture, contaminant, pollutant material, waste or other substance which is
     defined, determined or identified as hazardous or toxic under any
     environmental Law or the release of which is prohibited or restricted under
     any environmental Law.

     "INCLUDE" and its derivatives mean "including without limitation." This
     term is as defined, whether or not capitalized in this Agreement.

     "INCOME TAX" means any tax on or measured by the net income of a Party
     (including taxes on capital or net worth that are imposed as an alternative
     to a tax based on net or gross income), or taxes which are of the nature of
     excess profits tax, minimum tax on tax preferences, alternative minimum
     tax, accumulated earnings tax, personal holding company tax, capital gains
     tax or franchise tax for the privilege of doing business.

     "[**]" means that [**]

     "[**]" shall mean [**] as of the Commencement Date.

     "INITIAL TERM" has the meaning ascribed to such term in SECTION 3.1.

     "IT" means information technology.

     "LAN" means local area network.

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                                        9

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                                                Agreement Number: 20070413.019.C

     "LAWS" means all national, federal, intergovernmental, regional, common,
     state and local laws, statutes, regulations, rules, executive orders,
     supervisory requirements, directives, circulars, opinions, orders,
     interpretive letters and other official releases of or by any government or
     quasi-governmental authority, or any authority, department or agency
     thereof, or any self-regulatory organization, anywhere in the world,
     including Privacy Laws.

     "LONG-RANGE IT PLAN" means a long-range, comprehensive plan for AT&T's IT
     systems, processes, technical architecture and standards.

     "LOSSES" means all losses, liabilities, damages, fines, penalties and
     claims (including taxes), and all related costs and expenses (including
     reasonable legal fees and disbursements and costs of investigation,
     litigation, settlement, judgment, interest, compliance and penalties).

     "MAJOR RELEASE" means a new version of Software that includes changes to
     the architecture and/or adds new features and functionality in addition to
     the original functional characteristics of the preceding software release.
     These releases are usually identified by full integer changes in the
     numbering, such as from "7.0" to "8.0," but may be identified by the
     industry as a major release without the accompanying integer change.

     "MALICIOUS CODE" means (i) any code, program or sub-program whose knowing
     or intended purpose is to damage or interfere with the operation of the
     computer system containing the code, program or sub-program or to halt,
     disable or interfere with the operation of the Software, code, program or
     sub-program itself or (ii) any device, method or token that permits any
     person to circumvent the normal security of the Software or the system
     containing the code.

     "MANAGED THIRD PARTIES" means the AT&T Third Party Contractors listed on
     SCHEDULE C and any substitute or replacement third-party contractors
     reasonably designated by AT&T.

     "MATERIALS" means, collectively, Software, literary works, other works of
     authorship, specifications, design documents and analyses, processes,
     methodologies, programs, program listings, programming tools,
     documentation, reports, drawings, databases and similar work product.

     "MINOR RELEASE" means a scheduled Software release containing small
     functionality

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                                       10

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                                                Agreement Number: 20070413.019.C

     updates and/or accumulated resolutions to defects or non-conformances made
     available since the immediately preceding release (whether Major Release or
     Minor Release). Minor Releases shall include maintenance releases which are
     supplemental to and made available between Major Releases and other Minor
     Releases, issued and provided under specific vendor service level or
     maintenance obligations and contain only accumulated resolutions or
     mandated changes. These releases are usually identified by a change in the
     decimal numbering of a release, such as "7.12" to "7.13."

     "MONTHLY CHARGE" means the total Amdocs charges set forth in SCHEDULE I
     associated with the performance of the Services in a given month in
     accordance with the Service Levels and Amdocs responsibilities under this
     Agreement.

     "NEW ADVANCES" has the meaning ascribed to such term in SECTION 11.7(C).

     "NEW SERVICES" means services requested by AT&T and provided by Amdocs to
     AT&T that are [**] the Services as of the time of the determination of the
     nature of the services, and for which there is [**] provided in this
     Agreement.

     "NONCOMPLIANCE" means noncompliance in any material respect with the
     Specifications.

     "OFFSHORE SERVICES" has the meaning given to it in SECTION 15.11(A).

     "ORDER" means a document substantially in the form of EXHIBIT 3.

     "OUT-OF-POCKET EXPENSES" means [**] out-of-pocket expenses [**] under this
     Agreement and which are otherwise in accordance with AT&T's Expense Guide
     and Policies attached hereto as EXHIBIT 4. Out-of-pocket expenses [**].

     "[**]" means the expenses listed in SCHEDULES C OR I, [**], in accordance
     with [**] in connection with [**].

     "POLICY AND PROCEDURES MANUAL" has the meaning ascribed to such term in
     SECTION 9.1(A).

     "PRIVACY LAWS" means Laws relating to data privacy, trans-border data flow
     or data protection such as the implementing legislation and regulations of
     the European Union member states under the European Union Directive
     95/46EC.

     "PROJECT LIST" means the list of Projects identified in SCHEDULE K.

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                                       11

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                                                Agreement Number: 20070413.019.C

     "PROJECTS" has the meaning ascribed to such term in SCHEDULE D, PART 1.

     "PROPRIETARY INFORMATION" has the meaning ascribed to such term in Section
     13.4(a).

     "RELOCATE" or "RELOCATION" shall mean, with respect to the relocation of
     [**], any relocation of [**] Effective Date. No such relocation, [**],
     shall be considered a Relocation within the meaning of this Section to the
     extent such relocation [**].

     "REPORTS" has the meaning ascribed to such term in SECTION 9.3(A).

     "[**]" means the [**]: (i) to grant Amdocs the right to use and/or access
     the AT&T licensed Third Party Software in connection with providing the
     Services; (ii) to grant AT&T and the Eligible Recipients the right to use
     and/or access the Amdocs Owned Software and Third-Party Software and
     Equipment acquired, operated, supported or used by Amdocs in connection
     with providing the Services; (iii) to assign or transfer to AT&T any
     Developed Materials, (iv) to assign or transfer to AT&T or its designee
     Third Party Software, Third-Party Contracts, Equipment leases or other
     rights following the expiration or termination of this Agreement to the
     extent provided in this Agreement; and (v) [**] in connection with Amdocs'
     provision of the Services.

     "ROOT CAUSE ANALYSIS" means the formal process, specified in the Policy and
     Procedures Manual, to be used by Amdocs to diagnose problems at the lowest
     reasonable level so that corrective action can be taken that will eliminate
     repeat failures. Amdocs shall implement a Root Cause Analysis as specified
     in SECTION 7.3 or as requested by AT&T.

     "SDN BLOCKED PERSONS LIST" means the Specially Designated Nationals and
     Blocked Persons list of the Office of Foreign Assets Control of the United
     States Department of the Treasury, as it is updated, or such other list of
     the United States as may replace, or be of similar subject matter to, the
     Specially Designated Nationals and Blocked Persons list.

     "SERVICE LEVEL [**]" has the meaning ascribed to such term in Section 7.2
     and Schedule F.

     "SERVICE LEVELS" means, individually and collectively, the performance
     standards for the Services set forth in SCHEDULE F.

     "SERVICE TAXES" means all sales, use, excise and other similar taxes that
     are assessed against either Party on the provision of the Services as a
     whole, or on any particular

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                                       12

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                                                Agreement Number: 20070413.019.C

     Service received by AT&T or the Eligible Recipients from Amdocs, excluding
     Income Taxes.

     "SERVICES" has the meaning ascribed to such term in SECTION 4.1.

     "SOFTWARE" means computer programs, together with input and output formats,
     the applicable source or object codes, data models, flow charts, outlines,
     narrative descriptions, operating instructions, software manufacturing
     instructions and scripts, test specifications and test scripts and
     supporting documentation, and shall include the tangible media upon which
     such programs and documentation are recorded, including all authorized
     reproductions, corrections, updates, new releases, and new versions of such
     Software and shall further include all enhancements, translations,
     modifications, updates, upgrades, new releases, substitutions, replacements
     and other changes to such computer programs.

     "SPECIALIZED SERVICES" has the meaning ascribed to such term in SECTION
     9.8.

     "SPECIFICATIONS" means, with respect to any contract deliverables to be
     designed, developed, delivered, integrated, installed and/or tested by
     Amdocs, the applicable technical, design and/or functional specifications,
     including as set forth in SCHEDULES D or G, in third-party vendor standard
     documentation, in a New Services or project description requested and/or
     approved by AT&T or otherwise agreed upon in writing by the Parties.

     "STRATEGIC DECISIONS" has the meaning ascribed to such term in SECTION
     9.5(A).

     "SUBCONTRACTORS" means subcontractors (of any tier) of Amdocs, including
     Shared Subcontractors (as defined in SECTION 9.10(B)). The initial list of
     Subcontractors approved by AT&T is set forth on SCHEDULE C.2. SCHEDULE C.2
     may be amended during the term of this Agreement in accordance with SECTION
     9.10.

     "SYSTEM" means an interconnected grouping of Equipment, Software and
     associated operating environment, attachments, features, accessories,
     peripherals and cabling, and all additions, modifications, substitutions,
     upgrades or enhancements to such System, to the extent a Party has
     financial or operational responsibility for such System or System
     components under SCHEDULE D. System shall include all Systems in use as of
     the Effective Date, all additions, modifications, substitutions, upgrades
     or enhancements to such Systems and all Systems installed or developed by
     or for AT&T or Amdocs

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                                       13

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                                                Agreement Number: 20070413.019.C

     following the Effective Date.

     "[**]" means that [**]

     "[**]" shall mean [**] as of the Commencement Date.

     "TERM" has the meaning ascribed to such term in SECTION 3.2 of this
     Agreement.

     "TERMINATION ASSISTANCE SERVICES" means the termination/expiration
     assistance requested by AT&T to allow the Services to continue without
     interruption or adverse effect and to facilitate the orderly transfer of
     the Services to AT&T or its designee, as such assistance is further
     described in SECTION 4.3 and SCHEDULE H.

     "[**]" means [**] pursuant to SECTION 20.3 and as set forth in SCHEDULE M.

     "TESTING" with respect to the Developed Materials, means the performance of
     the applicable tests and procedures set forth in or developed pursuant to
     this Agreement, as well as any other tests and procedures which AT&T, in
     consultation with Amdocs, may deem necessary or desirable or which the
     Parties may agree upon in determining whether the Developed Materials are
     in Compliance.

     "THIRD-PARTY CONTRACTS" means all agreements between third parties and AT&T
     or Amdocs that have been or will be used to provide the Services.
     Third-Party Contracts shall include all such agreements in effect as of the
     Effective Date, including those contracts identified in SCHEDULE C and
     those as to which Amdocs received notice and/or access prior to the
     Effective Date. Third-Party Contracts also shall include those third-party
     agreements entered into by Amdocs following the Effective Date.

     "THIRD PARTY SOFTWARE" means all Software products (and all modifications,
     replacements, upgrades, enhancements, documentation, materials and media
     related thereto) that are provided by third-party licensors (including
     Affiliates of the Parties) under license or lease to Amdocs or AT&T that
     has been or will be used to provide the Services. Third-Party Software
     shall include all such programs or programming in use as of the Effective
     Date, including those identified on SCHEDULES A and E, and those as to
     which Amdocs received notice and/or access prior to the Effective Date.
     Third-Party Software also shall include all such programs or programming
     licensed and/or leased after the Effective Date.

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                                       14

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                                                Agreement Number: 20070413.019.C

     "TRANSITION MILESTONE" means each date identified on the Transition Plan as
     a milestone by which Amdocs shall have completed a certain task or set of
     tasks in the Transition Plan in a manner acceptable to AT&T.

     "TRANSITION PERIOD" means the period that commences 12:00:01 a.m., Eastern
     Time on the Effective Date and expires 11:59:59 p.m., Eastern Time, on the
     date specified for the completion of the Transition Services as specified
     in the Transition Plan, unless expressly extended in writing by AT&T.

     "TRANSITION PLAN" means the plan set forth in SCHEDULE G and developed
     pursuant to SECTION 4.2 hereof, which identifies all material transition
     tasks and deliverables to be undertaken by the Parties in connection with
     the transition of all Services to Amdocs, the completion of all Transition
     Period enhancement projects to be completed during the Transition Period,
     and the dates by which each will be completed.

     "TRANSITION SERVICES" means the services, functions and responsibilities
     described in SECTION 4.2 to be performed by Amdocs during the Transition
     Period.

     "TRANSITIONED EMPLOYEES" shall mean the employees of AT&T or its
     Affiliates, on the Effective Date, who accept Amdocs' offer of new
     employment with Amdocs and become employees of Amdocs as contemplated in
     ARTICLE 8. Upon being employed by Amdocs, such Transitioned Employees shall
     be deemed to be Amdocs Personnel as defined herein.

     "TRANSITIONED PERSONNEL" shall mean the Transitioned Employees as of the
     Commencement Date and the individuals engaged full-time at AT&T Facilities
     in the United States under Third Party Contracts assigned by AT&T to Amdocs
     on the Commencement Date, limited to the specific individuals originally
     constituting the Transitioned Personnel.

     "TRANSITIONED PERSONNEL AMOUNT" shall mean the total number of employees of
     AT&T or its Affiliates who [**] plus the individuals [**] on the
     Commencement Date plus the total number of [**]. Unless otherwise agreed by
     the Parties, the Transitioned Personnel Amount shall be [**].

     "UPGRADE" and its derivatives means updates, renovations, enhancements,
     additions and/or new versions or releases of Software or Equipment by
     Amdocs. Unless otherwise agreed, financial responsibility for the costs,
     fees and expenses associated with an Upgrade of Software or Equipment shall
     be allocated between the Parties in accordance

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                                       15

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                                                Agreement Number: 20070413.019.C

     with SECTION 6.4, SECTION 6.5 and SCHEDULE I.

     "WAN" means wide area network.

     "WARN ACT" means the Worker Adjustment and Retraining Notification Act.

2.2  OTHER TERMS.

     The terms defined in this Article include the plural as well as the
     singular and the derivatives of such terms. Unless otherwise expressly
     stated, the words "herein," "hereof" and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section, Subsection or other subdivision. Article, Section,
     Subsection and Attachment references refer to articles, sections and
     subsections of, and attachments to, this Agreement. The words "include" and
     "including" shall not be construed as terms of limitation. The words "day,"
     "month" and "year" mean, respectively, calendar day, calendar month and
     calendar year. As stated in SECTION 21.3, the word "notice" and
     "notification" and their derivatives means notice or notification in
     writing. Other terms used in this Agreement are defined in the context in
     which they are used and have the meanings there indicated.

2.3  ASSOCIATED CONTRACT DOCUMENTS.

     This Agreement includes each of the following schedules and their attached
     exhibits, all of which are attached to this Agreement and incorporated into
     this Agreement by this reference:

Schedules:

A    Software

B    Designated Amdocs Personnel

C    Third-Party Contracts (including Managed Third Parties)

C.1  Subcontractors Transition Requirements

C.2  Subcontractors

D    Statement of Work

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                               written agreement.


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                                                Agreement Number: 20070413.019.C

     Part 1 ADM Services

     Part 2 General Services

     Part 3 Lightspeed Knowledge Transfer

     Part 4 Governance

     Part 5 Policy and Procedures Manual

D.1  Financial and Operational Responsibility Matrix

D.2  Reserved

D.3  AT&T Rules/Code of Conduct (including AT&T Safety and Security Procedures)

E    Third-Party Software

F    Service Levels

G    Transition Plan

H    Termination Assistance Services

I    Amdocs Charges

J    IT Base Case

K    Project List

L    Affected Employees and Critical Support Personnel

L.1  Employee Benefit Plans

M    [**]

N.1  AT&T Facilities

N.2  Amdocs Facilities

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                                                Agreement Number: 20070413.019.C

N.3  Reserved

N.4  Amdocs Competitors

O    Reserved

P    [**]

Q    Reports

R    Reserved

S    MBE/WBE/DVBE Participation Plan

T    Reserved

U    Executive Orders and Federal Regulations

Exhibits:

Exhibit 1:  Form of Invoice

Exhibit 2:  Reserved

Exhibit 3:  Form of Order

Exhibit 4:  AT&T Expense Guide and Policies

Exhibit 5:  Non-Disclosure Agreement for AT&T Confidential Information

Exhibit 6:  Non-Disclosure Agreement for Amdocs Confidential Information

Exhibit 7A: Confidentiality and Invention Agreement

Exhibit 7B: Background Checks - US

Exhibit 7C: Background Checks - Non-US

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                                                Agreement Number: 20070413.019.C

     Unless otherwise expressly stated, references to specific Schedules and
     Exhibits include all lettered and numbered subsidiary Schedules and
     Exhibits (e.g., references to SCHEDULE D include not only SCHEDULE D, but
     also PARTS 1 through 5 and SCHEDULES D.1 through D.4).

3.   TERM.

3.1  INITIAL TERM.

     The initial term of this Agreement shall commence as of 12:00:01 a.m.,
     Eastern Time on the Effective Date and continue until 11:59:59 p.m.,
     Eastern Time, on May 31, 2014, unless this Agreement is terminated as
     provided herein or extended as provided in SECTION 3.2, in which case this
     Agreement shall terminate effective at 11:59:59 p.m., Eastern Time, on the
     effective date of such termination or the date to which this Agreement is
     extended (the "INITIAL TERM").

3.2  EXTENSION.

     If AT&T desires to renew the Agreement after the Initial Term or any
     renewal term, AT&T shall provide written notice to Amdocs of its desire to
     do so at least one hundred eighty (180) days prior to the expiration of
     this Agreement (the Initial Term, together with any renewal term (the
     "TERM")). The Parties shall thereafter negotiate in good faith with respect
     to the terms and conditions upon which the Parties will renew the Agreement
     and thereafter execute such renewal. In the event the Parties are unable to
     reach agreement and execute such renewal at least thirty (30) days prior to
     the expiration of this Agreement, AT&T may, at its sole option, extend the
     term of this Agreement for up to twelve (12) months on the terms and
     conditions then set forth in this Agreement. [**] shall be applicable to
     any termination on or after the expiration of the Initial Term.

4.   SERVICES.

4.1  OVERVIEW.

     (a)  Services. Commencing on the Commencement Date, Amdocs shall provide
          the Services to AT&T, and, upon AT&T's request, to Eligible Recipients
          [**]. The

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                                                Agreement Number: 20070413.019.C

          "SERVICES" shall consist of the following, as they may evolve during
          the term of this Agreement or be supplemented, enhanced, modified or
          replaced:

          (i)  The services, functions and responsibilities described in this
               Agreement, including its Schedules and the following:

               (1)  the Transition Services, as further described in SECTION 4.2
                    and the Transition Plan;

               (2)  the services, functions and responsibilities described in
                    SCHEDULE D;

               (3)  any New Services, [**] of such New Services in accordance
                    with the terms of this Agreement; and

               (4)  Termination Assistance Services, as further described in
                    SECTION 4.3 and SCHEDULE H; and

          (ii) The [**] services, functions and responsibilities performed
               during the [**] Commencement Date [**] of this Agreement, [**] in
               this Agreement (provided that, to the [**]; and

     (b)  INCLUDED SERVICES. If any services, functions or responsibilities [**]
          described in this Agreement [**] in accordance with this Agreement,
          [**] in this Agreement.

     (c)  REQUIRED RESOURCES. Except as otherwise expressly provided in this
          Agreement, Amdocs shall be responsible for providing the facilities,
          personnel, equipment, software, technical knowledge, expertise and
          other resources necessary to provide the Services.

     (d)  AVAILABILITY. Without limiting its obligations under this Agreement
          (including as to time of performance) and without reference to the
          location of Amdocs Personnel, Amdocs shall ensure that Amdocs
          Personnel are generally available as needed by AT&T to provide the
          Services between the hours of [**] to [**].

     (e)

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                                                Agreement Number: 20070413.019.C

4.2  TRANSITION SERVICES.

     (a)  TRANSITION. During the Transition Period, Amdocs shall perform the
          Transition Services and provide the deliverables described in the
          Transition Plan. [**] described in the Transition Plan [**] of the
          Transition Services [**] of the Transition Services in accordance with
          this Agreement, [**] of the Transition Services [**] in the Transition
          Plan. During the Transition Period, AT&T will perform those tasks
          which are designated to be AT&T's responsibility in the Transition
          Plan; provided, however, that [**] in such Transition Plan. [**]
          described in the Transition Plan [**] in the Transition Plan [**] in
          accordance with this Agreement, [**] in the Transition Plan, [**] in
          the Transition Plan. Unless otherwise agreed, AT&T shall not incur any
          charges, fees or expenses payable to Amdocs or third parties in
          connection with the Transition Services, other than those charges,
          fees and expenses specified in SCHEDULE I and those incurred by AT&T
          in connection with its performance of tasks designated in the
          Transition Plan as AT&T's responsibility.

     (b)  TRANSITION PLAN. The Transition Plan identifies, among other things,
          (i) the transition activities to be performed by Amdocs and the
          significant components and subcomponents of each such activity, (ii)
          the deliverables to be completed by Amdocs, (iii) the date(s) by which
          each such activity or deliverable is to be completed (the "TRANSITION
          MILESTONES"), (iv) the contingency or risk mitigation strategies to be
          employed by Amdocs in the event of disruption or delay, (v) any
          transition responsibilities to be performed or transition resources to
          be provided by AT&T and (vi) a detailed work plan based on and
          consistent with the Transition Plan, which shall identify the specific
          transition activities to be performed by individual Amdocs Personnel
          on a daily basis during the Transition Period.

     (c)  PERFORMANCE. Amdocs shall perform the Transition Services described in
          the Transition Plan in accordance with the Transition Milestones set
          forth therein. Amdocs shall provide all cooperation and assistance
          reasonably required or requested by AT&T in connection with AT&T's
          evaluation or testing of the deliverables set forth in the Transition
          Plan. Amdocs shall perform the Transition Services so as to avoid or
          minimize to the extent possible (i) any disruption to or adverse
          impact on the business or operations of AT&T or the Eligible
          Recipients, (ii) any degradation of the Services then being received
          by AT&T or the Eligible Recipients or (iii) any disruption or
          interference with the ability of AT&T or the

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                                                Agreement Number: 20070413.019.C

          Eligible Recipients to obtain the full benefit of the Services, except
          as may be otherwise provided in the Transition Plan. [**], Amdocs
          shall [**] in Amdocs' plans, [**] under this Agreement). Amdocs shall
          identify and resolve, with AT&T's reasonable assistance, any problems
          that may impede or delay the timely completion of each task in the
          Transition Plan that is Amdocs' responsibility and, at AT&T's
          reasonable request, shall use all commercially reasonable efforts to
          assist AT&T with the resolution of any problems that may impede or
          delay the timely completion of each task in the Transition Plan that
          is AT&T's responsibility.

     (d)  REPORTS. Amdocs shall [**] to report on its progress in performing its
          responsibilities and meeting the timetable set forth in the Transition
          Plan. Amdocs also shall provide written reports to AT&T [**] regarding
          such matters, and shall provide [**]. Promptly upon receiving any
          information indicating that Amdocs may not perform its
          responsibilities or meet the timetable set forth in the Transition
          Plan, Amdocs shall notify AT&T in writing of material delays and shall
          identify for AT&T's consideration and approval specific measures to
          address such delays and mitigate the risks associated therewith.

4.3  TERMINATION ASSISTANCE SERVICES.

     (a)  AVAILABILITY. As part of the Services, [**], Amdocs shall provide to
          AT&T or AT&T's designee the Termination Assistance Services described
          in SECTION 4.3(B) and SCHEDULE H.

          (i)  PERIOD OF PROVISION. Amdocs shall provide such Termination
               Assistance Services to AT&T or its designee (i) commencing upon
               notice up to [**] prior to the expiration of this Agreement or on
               such earlier date as AT&T may reasonably request and continuing
               for up to [**] following the effective date of the expiration of
               this Agreement (as the term of this Agreement may be extended
               pursuant to SECTION 3.2), (ii) commencing upon any notice of
               termination (including notice based upon breach or default by
               AT&T, breach or default by Amdocs or termination for convenience
               by AT&T) of this Agreement with respect to all or any part of the
               Services, and continuing for up to [**] following the effective
               date of such termination of all or part of the Services, or (iii)
               commencing upon notice of termination of all or part of the
               Services to an Eligible Recipient no longer Controlled by AT&T
               and continuing for up to [**] following the

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                                                Agreement Number: 20070413.019.C

               effective date of such termination.

          (ii) EXTENSION OF SERVICES. [**] the period following the effective
               date of any [**] Termination Assistance Services, provided that
               [**] the effective date of [**] Termination Assistance Services
               [**].

          (iii) FIRM COMMITMENT. Amdocs shall provide Termination Assistance
               Services to AT&T or its designee regardless of the reason for the
               expiration or termination of this Agreement; provided, if the
               Agreement is terminated by Amdocs under SECTION 20.1(B) for
               failure to pay undisputed amounts, Amdocs may require AT&T to pay
               [**] in advance for Termination Assistance Services provided or
               performed under this SECTION 4.3 and shall be relieved of such
               obligation to provide such Termination Assistance Services unless
               and until such payment is made. [**], Amdocs shall provide
               Termination Assistance Services [**]; provided that, [**], all
               such Termination Assistance Services shall be performed subject
               to and in accordance with the terms and conditions of this
               Agreement.

          (iv) PERFORMANCE. To the extent AT&T requests Termination Assistance
               Services, such Services shall be provided subject to and in
               accordance with the terms and conditions of this Agreement.
               Amdocs shall perform the Termination Assistance Services with at
               least the same degree of accuracy, quality, completeness,
               timeliness, responsiveness and resource efficiency as it provided
               and was required to provide the same or similar Services during
               the term of this Agreement. [**] of this Agreement as to [**] and
               shall [**], provided, however, that during such period if [**],
               or [**], but only if Amdocs [**] during the period that Amdocs
               provides Termination Assistance Services.

     (b)  SCOPE OF SERVICE. As part of the Termination Assistance Services,
          Amdocs will, in a timely manner, transfer the control and
          responsibility for all information technology functions and Services
          previously performed by or for Amdocs to AT&T and/or AT&T's designees
          by the execution of any documents reasonably necessary to effect such
          transfers. Additionally, Amdocs shall provide any and all reasonable
          assistance requested by AT&T to allow:

- -    the Systems associated with the Services to operate efficiently;

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                                                Agreement Number: 20070413.019.C

- -    the Services to continue without interruption or adverse effect; and

- -    the orderly transfer of the Services to AT&T and/or its designee(s).

The Termination Assistance Services shall include, as requested by AT&T, the
Services, functions and responsibilities set forth on SCHEDULE H. In addition,
in connection with such termination or expiration, Amdocs will provide the
following assistance and Services at AT&T's direction:

          (i)  GENERAL SUPPORT. Without limiting Amdocs' other obligations under
               the Services, Amdocs shall (i) assist AT&T in developing a
               written transition plan for the transition of the Services to
               AT&T or AT&T's designee, which plan shall include capacity
               planning, facilities planning, human resources planning,
               telecommunications planning and other planning necessary to
               effect the transition, (ii) perform programming and consulting
               services as requested to assist in implementing the transition
               plan, (iii) train personnel designated by AT&T in the use of any
               Equipment, Software, Systems, Materials or tools used in
               connection with the provision of the Services, (iv) catalog all
               Software, AT&T Data, Equipment, Materials and tools used to
               provide the Services, (v) provide machine-readable and printed
               listings and associated documentation for source code for
               Software owned by AT&T and source code to which AT&T is entitled
               under this Agreement and assist in its reconfiguration, (vi)
               analyze and report on the space required for the AT&T Data and
               the Software needed to provide the Services, (vii) assist in the
               execution of a parallel operation, data migration and testing
               process until the successful completion of the transition to AT&T
               or AT&T's designee has been successfully completed, (viii) create
               and provide copies of the AT&T Data in the format and on the
               media reasonably requested by AT&T, (ix) provide a complete and
               up-to-date, electronic copy of the Policy and Procedures Manual
               in the format and on the media reasonably requested by AT&T and
               (x) provide other technical assistance as reasonably requested by
               AT&T. [**].

          (ii) [**] of this Agreement [**] within the [**]-month period prior to
               the expiration or termination date, or any former [**]; provided,
               however, that if AT&T or AT&T's designee [**], AT&T or AT&T's
               designee may [**] within the 12-month period prior to the
               expiration or termination date.

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                                                Agreement Number: 20070413.019.C

               Amdocs shall [**], and shall [**], if any, [**]. AT&T [**] shall
               have [**]. AT&T shall [**] that is [**] under this Agreement.

          (iii) SOFTWARE. As provided in SECTION 14.7, and subject to SECTION
               6.4(D), Amdocs shall grant to AT&T, the Eligible Recipients
               and/or AT&T's designee license, sublicense and/or other rights to
               any Software and other Materials used by Amdocs, Amdocs
               Affiliates or Subcontractors in performing the Services, except
               as otherwise permitted pursuant to this Agreement, [**] to such
               Software or other Materials [**].

          (iv) EQUIPMENT. Subject to SECTION 6.5(E), AT&T or its designee shall
               have the right [**] any Equipment [**]. Such Equipment shall be
               [**], as of the [**] requiring such [**]. Amdocs shall maintain
               such Equipment through the date of transfer so as to be [**], or
               for [**] to be provided [**]. In the case of Amdocs-owned
               equipment, Amdocs shall [**]. Such [**]. At AT&T's request, the
               Parties shall negotiate in good faith and agree upon the [**]. In
               the case of leased Equipment, Amdocs shall [**] thereunder have
               been made [**].

          (v)  AT&T FACILITIES, EQUIPMENT AND SOFTWARE. Amdocs shall [**], all
               AT&T-owned Equipment, AT&T-leased Equipment, AT&T-Owned Software
               and AT&T-licensed Software, [**] thereof on the Commencement
               Date, [**]. Such AT&T Facilities, Equipment and Software shall
               [**] of any [**].

          (vi) AMDOCS SUBCONTRACTS AND THIRD-PARTY CONTRACTS. Amdocs shall
               inform AT&T of subcontracts or Third-Party Contracts used by
               Amdocs, Amdocs Subcontractors or Amdocs Affiliates primarily to
               perform the Services. Subject to SECTION 6.4(D), Amdocs shall, at
               AT&T's request, cause any such Subcontractors, Amdocs Affiliates
               or third-party contractors to permit AT&T or its designees to
               assume prospectively any or all such contracts or to enter into
               new contracts with AT&T or its designees [**]. Amdocs shall so
               assign the designated subcontracts and Third-Party Contracts to
               AT&T or its designee as of the expiration or termination date or
               the completion of any Termination Assistance Services requiring
               such subcontracts or Third-Party Contracts requested by AT&T
               under this SECTION 4.3, whichever is later. [**]. Amdocs shall
               (i) represent and warrant that it is not in default under such
               subcontracts and

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                                                Agreement Number: 20070413.019.C

               Third-Party Contracts, (ii) represent and warrant that all
               payments thereunder through the date of assignment are current,
               (iii) represent and warrant that no payments or charges shall be
               payable by AT&T to Amdocs (or such third-party contractor) for
               benefits or services received by Amdocs under such subcontracts
               and Third-Party Contracts prior to the date of assignment, and
               (iv) notify AT&T of any Subcontractor or third-party contractors
               defaults with respect to such subcontracts and Third-Party
               Contracts [**]. Supplier shall [**] hereby with respect to such
               Third-Party Contract.

          (vii) OTHER SUBCONTRACTS AND THIRD-PARTY CONTRACTS. In addition to its
               obligations under SECTION 4.3(B)(VI), Amdocs shall make available
               to AT&T or its designee, [**], any Subcontractor or third-party
               services then being utilized by Amdocs in the performance of the
               Services. Amdocs shall retain the right to utilize any such
               Subcontractor or third-party services in connection with the
               performance of services for any other Amdocs customer. AT&T shall
               retain the right to [**] to the extent provided in SECTION
               4.3(B)(VI).

          (viii) EXTENSION OF SERVICES. For a period of twelve (12) months
               following the expiration or termination date in which Supplier is
               providing Termination Assistance Services, Amdocs shall provide
               to the Eligible Recipient(s), at AT&T's request, any or all of
               the Services being performed by Amdocs prior to the expiration or
               termination date, including those Services described in SECTION
               4.1 and SCHEDULE D; provided that AT&T may extend the period for
               the provision of such Services for up to three (3) additional
               months in accordance with SECTION 4.3(A)(II). To the extent AT&T
               requests such Services, [**] would have been [**] for such
               Services [**]. To the extent AT&T requests a portion (but not
               all) of the Services, [**].

          (ix) RATES AND CHARGES. [**], AT&T shall pay Amdocs [**]. Amdocs will
               [**], and AT&T shall [**]. To the extent the Termination
               Assistance Services requested by AT&T can be provided by Amdocs
               [**], or to the extent that Termination Assistance Services
               consist of [**] be provided by Amdocs [**] to be performed by
               Amdocs, [**].

     (c)  SURVIVAL OF TERMS. This SECTION 4.3 shall survive
          termination/expiration of this

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                                                Agreement Number: 20070413.019.C

          Agreement.

4.4  USE OF THIRD PARTIES.

     (a)  [**]. Nothing in this Agreement [**], and notwithstanding anything to
          the contrary contained herein, this Agreement [**] described in this
          Agreement [**]. Subject to the other provisions of this Agreement [**]
          in this Agreement [**].

     (b)  AMDOCS COOPERATION. Amdocs shall fully cooperate with and work in good
          faith with AT&T or AT&T Third Party Contractors as described in
          SCHEDULE D or requested by AT&T [**]. At AT&T's request, such
          cooperation shall, at a minimum, include: (i) timely providing access
          to any facilities being used to provide the Services, as necessary for
          AT&T personnel or AT&T Third Party Contractors to perform the work
          assigned to them; (ii) timely providing reasonable electronic and
          physical access to the business processes and associated Equipment,
          Software [**] and/or Systems to the extent necessary and appropriate
          for AT&T personnel or AT&T Third Party Contractors to perform the work
          assigned to them; (iii) timely providing written requirements,
          standards, policies or other documentation for the business processes
          and associated Equipment, Software or Systems procured, operated,
          supported or used by Amdocs in connection with the Services; (iv)
          [**]; or (vi) any other cooperation or assistance reasonably necessary
          for AT&T personnel or AT&T Third-Party Contractors to perform the work
          in question. AT&T personnel and AT&T Third-Party Contractors shall
          comply with Amdocs' reasonable security and confidentiality
          requirements, and shall, to the extent performing work on Software,
          Equipment or Systems for which Amdocs has operational responsibility,
          comply with Amdocs' reasonable standards, methodologies and
          procedures.

     (c)  NOTICE BY AMDOCS. Amdocs shall immediately notify AT&T when it becomes
          aware that an act or omission of an AT&T Third-Party Contractor will
          cause, or has caused, a problem or delay in providing the Services,
          and shall use commercially reasonable efforts to work with AT&T and
          the AT&T Third-Party Contractor to prevent or circumvent such problem
          or delay. Amdocs shall cooperate with AT&T and AT&T Third-Party
          Contractors to resolve differences and conflicts arising between the
          Services and other activities undertaken by AT&T or AT&T Third-Party
          Contractors.

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                                                Agreement Number: 20070413.019.C

5.   [**]

5.1  AMDOCS RESPONSIBILITY.

     [**], Amdocs shall undertake all administrative activities necessary to
     obtain [**] for which Amdocs has responsibility under SECTION 6.4(A). At
     Amdocs' request, AT&T will cooperate with Amdocs in obtaining the [**] by
     executing certain AT&T-approved written communications and other documents
     prepared or provided by Amdocs. [**], Amdocs shall [**] Amdocs has [**] for
     which Amdocs has responsibility under SECTION 6.4(A).

5.2  AT&T RESPONSIBILITY.

     [**], AT&T shall undertake all administrative activities necessary to
     obtain [**] for which AT&T has responsibility under SECTION 6.4(A). At
     AT&T's request, Amdocs will cooperate with AT&T in obtaining the [**] by
     executing certain Amdocs-approved written communications and other
     documents prepared or provided by AT&T. [**], AT&T may [**] AT&T has [**]
     for which AT&T has responsibility under SECTION 6.4(A).

5.3  FINANCIAL RESPONSIBILITY FOR [**].

     Each Party shall [**] for which it has financial responsibility under
     SECTION 6.4(A) as applicable.

5.4  CONTINGENT ARRANGEMENTS.

     [**], the Party responsible for obtaining a [**] under SECTION 5.1 OR 5.2,
     as applicable [**], then, [**], Amdocs shall [**] as are necessary [**]
     following the date on which such [**], the Parties will [**] specified in
     this Agreement [**]. In addition, if either [**] under SECTION 5.1 OR 5.2,
     as applicable [**] or [**], AT&T may terminate the Agreement or any
     affected portion thereof [**]. Except as otherwise expressly provided
     herein, [**] under this Agreement and Amdocs shall [**] in connection with
     [**] or [**].

5.5  COOPERATION.

     Each Party shall cooperate with the other Party in obtaining any [**] for
     which the other

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                                                Agreement Number: 20070413.019.C

     Party has responsibility under SECTION 6.4(A), including [**], provided
     that nothing in this Section shall be interpreted to change [**] as
     otherwise described in this Agreement.

6.   FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE
     PROVISION OF SERVICES.

6.1  SERVICE FACILITIES/LOCATION.

     (a)  SERVICE FACILITIES. The Services shall be provided at or from (i) the
          AT&T Facilities described on SCHEDULE N.1, (ii) the Amdocs Facilities
          described on SCHEDULE N.2 or (iii) any other service location approved
          by AT&T. Except to the extent otherwise set forth in this Agreement or
          otherwise approved by AT&T, [**], Amdocs shall provide the Services
          from [**] at all times during the term of this Agreement.

Establishing New Locations:

               (1)  NEW COUNTRY/CITY: In the event that Amdocs wants to perform
                    Services in a country or city where it has not previously
                    been approved to perform AT&T work, Amdocs must notify [**]
                    to seek a formal approval from [**]. Requests for approval
                    should be submitted to:

Senior Business Manager
1010 Pine Street 14-W-24
St. Louis MO 63101
Telephone Number: 314-331-[**]
Fax number: 314-235-[**]

               (2)  NEW BUILDING IN APPROVED CITY: In the event that Amdocs
                    wants to begin providing Services from a new building to
                    perform AT&T work and it is within a city where Amdocs is
                    currently working, Amdocs must (i) [**] (ii) [**], (iii)
                    [**], and (iv) [**].

               (3)  ESTABLISHING SERVICE AFTER NEW LOCATION OR BUILDING IS
                    APPROVED: The Parties shall amend SCHEDULE N.2, to identify
                    the new approved location or building and the scope of
                    Services to be performed at such location or building.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     (b)  AT&T FACILITIES. AT&T shall provide Amdocs with the use of and access
          to the AT&T Facilities (or equivalent space) described in SCHEDULE N.1
          for the Term solely as necessary for Amdocs to perform the Services.
          All AT&T owned or leased assets provided for the use of Amdocs under
          this Agreement shall remain in AT&T Facilities unless AT&T otherwise
          agrees. In addition, [**] Amdocs shall [**]. Amdocs [**] under this
          Agreement. AT&T shall [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN,
          [**].

     (c)  FURNITURE, FIXTURES AND EQUIPMENT. The office facilities provided by
          AT&T for the use of Amdocs Personnel will be generally comparable to
          the office space occupied by (i) the Transitioned Employees prior to
          the Commencement Date or (ii) the then-standard office space occupied
          by similarly situated AT&T employees (including in the case of
          vacancies among the AT&T Personnel as of the Commencement Date);
          provided, however, that the office space provided by AT&T [**]. Such
          Amdocs Personnel shall be permitted to use office furniture, fixtures,
          standard desktops or laptops, phones and incidental office equipment
          provided by AT&T (the "AT&T-PROVIDED OFFICE EQUIPMENT"), which shall
          be [**] as of the Commencement Date. AT&T shall maintain and replace
          the AT&T-Provided Office Equipment in the same manner as similar
          equipment used by (i) the Transitioned Employees prior to the
          Commencement Date and (ii) similarly situated AT&T employees. Amdocs
          shall [**] all other office furniture, fixtures and equipment needed
          by Amdocs or Amdocs Personnel (including Transitioned Employees and
          including any special accommodations or evaluations required for
          Amdocs Personnel beyond those provided by AT&T to its similarly
          situated employees at such facilities) to provide the Services at the
          AT&T Facilities, and for all upgrades, replacements and additions to
          such AT&T-Provided Office Equipment; provided that such furniture and
          fixtures must be [**] by AT&T and meet AT&T's then-current standards
          and Strategic Decisions. Amdocs Personnel using the office facilities
          provided by AT&T will be accorded reasonable access to the
          communications wiring in such facilities (including fiber, copper and
          wall jacks) and the use of certain shared office equipment and
          services, such as photocopiers, local and long distance telephone
          service for AT&T-related (domestic U.S.A.) calls, telephone handsets,
          mail service, office support service (e.g., janitorial) heat, light,
          and air conditioning; provided that such access and usage shall be
          solely for and in connection with the provision of Services by such
          Amdocs Personnel; and provided further that Amdocs shall [**] if and
          to the extent [**]. Amdocs shall

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                                                Agreement Number: 20070413.019.C

          [**]. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, [**]

     (d)  Amdocs' Responsibilities Regarding [**].

          (i)  GENERAL. To the extent any Equipment provided or used by Amdocs
               or Amdocs Personnel is connected directly to [**], such Equipment
               shall be (i) subject to [**] by AT&T, (ii) in strict compliance
               with [**] and (iii) in strict compliance with [**]. Amdocs shall
               not [**]. Amdocs' interconnections to [**] under this Agreement
               shall be governed by the terms and conditions of the [**]. The
               definition of "[**]" under the [**] shall be deemed to include
               this Agreement and the definition of "[**]" under the [**] shall
               be deemed to include [**]. Upon the request of AT&T, the Parties
               shall execute and deliver a [**] under this Agreement.

          (ii) AT&T ELECTRONIC INFORMATION SYSTEMS POLICY. For the avoidance of
               doubt, AT&T electronic and computer resources are provided for
               the transaction of company business. The policy of AT&T with
               respect to information in electronic media (including but not
               limited to programs, databases, files, e-mail records) is no
               different from the policy concerning paper records. While AT&T at
               all times retains the right to inspect, record and/or remove all
               information made or kept by employees utilizing company
               resources, such inspection, recording, or removing takes place
               only on the basis of company need. Need includes but is not
               limited to management's determination that reasonable cause
               exists for belief that laws, AT&T policies or management
               directives have been, are being, or may be broken or violated.

     (e)  AMDOCS' RESPONSIBILITIES. Except as provided in SECTIONS 6.1(A), (B)
          and (C) and SECTION 6.5, Amdocs shall be responsible for providing all
          furniture, fixtures, Equipment, space and other facilities required to
          perform the Services and all upgrades, improvements, replacements and
          additions to such furniture, fixtures, Equipment, space and
          facilities. Without limiting the foregoing, Amdocs shall (i) provide
          all maintenance, site management, site administration and similar
          services for the Amdocs Facilities, and (ii) provide uninterrupted
          power supply services for the designated Software, Equipment, Systems
          and facilities at the Amdocs Facilities.

     (f)  PHYSICAL SECURITY. AT&T is responsible for the physical security of
          the AT&T

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                                                Agreement Number: 20070413.019.C

          Facilities; provided, that Amdocs shall be responsible for the safety
          and physical access and control of the areas that Amdocs is using in
          performing the Services and Amdocs shall not permit any person to have
          access to, or control of, any such area unless such access or control
          is permitted in accordance with control procedures approved by AT&T or
          any higher standard agreed to by AT&T and Amdocs. Amdocs shall be
          solely responsible for compliance by Amdocs Personnel with such
          control procedures, including obtaining advance approval to the extent
          required.

     (g)  SECURITY. Except as provided in SECTION 6.1(F), Amdocs shall maintain
          and cause Amdocs Personnel to adhere to the operational, safety and
          security standards, requirements and procedures then in effect at the
          AT&T Facilities described in SECTION 6.1(A), as such standards,
          requirements and procedures may be modified by AT&T, and notified to
          Amdocs in writing (including through access to appropriate websites)
          or otherwise as contemplated in SECTION 6.3(B), from time to time.

     (h)  EMPLOYEE SERVICES. Subject to applicable security requirements, AT&T
          will permit Amdocs Personnel to use certain employee facilities [**]
          at the AT&T Facilities that are [**]. The employee facilities in
          question [**] of Amdocs Personnel's permitted use shall be specified
          in writing by AT&T and shall be subject to modification [**]. Amdocs
          Personnel will not be permitted to use employee facilities designated
          by AT&T [**].

     (i)  USE OF AT&T FACILITIES. Unless Amdocs obtains AT&T's prior written
          agreement, which may be withheld by AT&T in its sole discretion,
          Amdocs shall use the AT&T Facilities, and the Equipment and Software
          located therein, [**] to AT&T and the Eligible Recipients. AT&T
          reserves the right, upon [**], or such shorter time as AT&T may be
          required by Law, to relocate a AT&T Facility from which the Services
          are then being provided by Amdocs to another geographic location;
          provided that, in such event, [**]. In such event, AT&T shall [**];
          provided that Amdocs notifies AT&T of such [**], obtains AT&T's
          approval prior to [**]; and uses commercially reasonable efforts to
          [**]. AT&T also reserves the right upon reasonable prior notice, to
          direct Amdocs to [**] provided by Amdocs and to thereafter [**]. In
          such event, AT&T shall [**], including, if applicable, [**]; provided
          that [**] in this Agreement and that Amdocs notifies AT&T of such
          [**], obtains AT&T's approval prior to [**].

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     (j)  CONDITIONS FOR RETURN. If Amdocs desires to no longer utilize the AT&T
          Facilities as contemplated by SECTION 6.1 or are otherwise no longer
          required for performance of the Services, Amdocs shall notify AT&T as
          soon as practicable and Amdocs shall vacate and return such AT&T
          Facilities (including any improvements to such facilities made by or
          at the request of Amdocs) to AT&T in substantially the same condition
          as when such facilities were first provided to Amdocs, subject to
          reasonable wear and tear and any improvements to such facilities made
          by or at the request of Amdocs; provided, however, that Amdocs shall
          not be responsible for the acts of AT&T or its personnel or
          subcontractors (other than Amdocs and its Subcontractors and
          Affiliates) causing damage to such facilities.

     (k)  NO VIOLATION OF LAWS. Amdocs shall (i) treat, use and maintain the
          AT&T Facilities in a reasonable manner, and (ii) ensure that neither
          Amdocs nor any of its Subcontractors commits, and use all reasonable
          efforts to ensure that no third party commits, any act in violation of
          any Laws in such Amdocs-occupied AT&T Facility or any act in violation
          of AT&T's insurance policies or in breach of AT&T's obligations under
          the applicable real estate leases in such Amdocs-occupied AT&T
          Facilities (in each case, to the extent Amdocs has received notice of
          such insurance policies or real estate leases or should reasonably be
          expected to know of such obligations or limitations).

     (l)  To the extent Amdocs Personnel include "foreign persons" within the
          meaning of the U.S. export control Laws, such Amdocs Personnel may,
          subject to all applicable provisions of this Agreement, [**] unless
          otherwise specifically set forth in this Agreement, including an
          Order.

     (m)  [**]. If Amdocs is given access to or use of, whether at AT&T's
          premises or through remote facilities, [**] in order for Amdocs to
          perform the Services, Amdocs [**] other than those specifically
          required to perform such Services. Amdocs shall (i) [**] other
          applicable provisions of this Agreement (ii) advise AT&T in writing of
          [**], and (iii) strictly follow all [**]. Upon AT&T's request, Amdocs
          shall provide [**] to perform Amdocs' obligations under this
          Agreement. All [**] disclosed to Amdocs and any information obtained
          by Amdocs [**] shall be deemed to be, and shall be treated as, AT&T
          Data pursuant to this Agreement. Amdocs shall cooperate with AT&T in
          the investigation of any apparent unauthorized access by Amdocs to
          AT&T's computer or electronic data storage systems or unauthorized
          release of AT&T Data by Amdocs or any Amdocs

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

          Personnel.

          (i)  Amdocs Personnel working offshore can only [**]. Amdocs Personnel
               located outside of the United States but not in [**] may not
               [**]. Any exceptions must be submitted in writing to the [**] for
               approval.

          (ii) As soon as reasonably possible after the execution of this
               Agreement and on an annual basis thereafter, Amdocs will, [**],
               perform [**], as mutually agreed by the Parties. Such [**] shall
               ensure that Amdocs will [**] and that Amdocs will be [**].

6.2  USE OF AMDOCS FACILITIES.

     During the term of this Agreement, Amdocs will provide to AT&T [**] (i)
     reasonable use of Amdocs facilities at Amdocs sites where the Services are
     being performed and (ii) access to reasonable work/conference space at
     Amdocs sites where the Services are being performed, for the conduct of
     AT&T's activities related to this Agreement.

6.3  AT&T RULES/EMPLOYEE SAFETY.

     (a)  AT&T RULES AND COMPLIANCE. In performing the Services and using the
          AT&T Facilities, Amdocs shall observe and comply, and shall cause all
          Amdocs Personnel to comply, with all AT&T policies, rules and
          regulations (including the AT&T code of conduct) applicable to AT&T
          Facilities or the provision of the Services, including those set forth
          on SCHEDULE D.3 and those applicable to specific AT&T sites, all as
          have been provided to Amdocs in writing (collectively, "AT&T RULES").
          AT&T agrees that, by the Commencement Date, AT&T will fully inform
          Amdocs of, and provide to Amdocs, the AT&T Rules. Amdocs shall be
          responsible for the promulgation and distribution of AT&T Rules to
          Amdocs Personnel as and to the extent necessary and appropriate.
          Additions or modifications to the AT&T Rules shall be communicated by
          AT&T in writing to Amdocs or Amdocs Personnel or may be made available
          to Amdocs or Amdocs Personnel by posting at an AT&T Facility,
          electronic posting or other means generally used by AT&T to
          disseminate such information to its employees or contractors. Amdocs
          and Amdocs Personnel shall observe and comply with such additional or
          modified AT&T Rules. To the extent that any such additions or
          modifications increase Amdocs' aggregate costs in performing the
          Services or Amdocs' responsibilities hereunder by more than [**]
          percent ([**]%), the Parties

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

          will address such impact through the provisions applicable to New
          Services under SECTION 11.5.

     (b)  SAFETY AND HEALTH COMPLIANCE. Amdocs and Amdocs Personnel shall
          familiarize themselves with the premises and operations at each AT&T
          site or AT&T Facility at or from which Services are rendered and the
          AT&T Rules applicable to each such site. Amdocs and Amdocs Personnel
          shall observe and comply with the OSHA regulations, all applicable
          safety and environmental Laws, all industrial insurance, security and
          health regulations and all other Laws applicable to the use of each
          AT&T Facility or site or the provision of the Services communicated as
          provided in SECTION 6.3(A). Amdocs shall be responsible for ensuring
          Equipment, Software, Systems and Services for which it is financially
          and operationally responsible comply with such Laws and shall be
          responsible for any acts or omissions of Amdocs Personnel in
          contravention of such Laws. Amdocs and Amdocs Personnel also shall
          observe and comply with all AT&T Rules with respect to safety, health,
          security, industrial insurance and the environment and shall take all
          commercially reasonable precautions to avoid injury, property damage,
          spills or emissions of hazardous substances, materials or waste, and
          other dangers to persons, property or the environment. To the extent
          required by AT&T, Amdocs Personnel shall receive prescribed training
          prior to entering certain AT&T Facilities or sites.

6.4  SOFTWARE.

     (a)  Financial Responsibility.

          (i)  AT&T shall be responsible for the costs of [**] associated with
               Amdocs' (and such Subcontractors described on SCHEDULE C.2 as of
               the Effective Date, but not other Subcontractors later added to
               SCHEDULE C.2) provision of the Services described in this
               Agreement with respect to Third-Party Software identified in
               SCHEDULES A and E and [**] required for any Software on any
               AT&T-Provided Office Equipment, solely to the extent that such
               Services are to be provided on-site at AT&T Facilities or from
               within the United States. AT&T shall be responsible for [**] on
               or after the Commencement Date associated with [**] used to
               provide the Services. Notwithstanding the foregoing, AT&T's
               responsibility for [**] shall be limited to [**].

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
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                               written agreement.


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                                                Agreement Number: 20070413.019.C

          (ii) Except as set forth in SECTION 6.4(A)(I) or otherwise set forth
               in this Agreement, Amdocs shall be [**] on or after the
               Commencement Date, including [**] for which Amdocs has
               responsibility under SECTION 6.4(A)(I), [**].

          (iii) Except as set forth in SECTION 6.4(A)(I), Amdocs shall [**] on
               or after the Commencement Date [**].

     (b)  OPERATIONAL RESPONSIBILITY. With respect to any Software and related
          Third-Party Contracts for which Amdocs is operationally responsible
          under SCHEDULES D.1, Amdocs shall be responsible for (i) the
          evaluation, procurement, testing, installation, rollout, use, support,
          management, administration, operation and maintenance of such Software
          and related Third Party Contracts; (ii) the evaluation, procurement,
          testing, installation, rollout, use, support, management,
          administration, operation and maintenance of new, substitute or
          replacement Software and related Third Party Contracts (including
          upgrades, enhancements, new versions or new releases of such
          Software); (iii) the performance, availability, reliability,
          compatibility and interoperability of such Software, each in
          accordance with this Agreement, [**]; (iv) the compliance with and
          performance of all operational, administrative and contractual
          obligations specified in such licenses and contracts; (v) the
          administration and exercise as appropriate of all rights available
          under such licenses and agreements; and (vi) [**] under such Software
          licenses [**] under this SECTION 6.4(B) (except to the extent that
          such failure [**] under this Agreement).

     (c)  Reserved.

     (d)  RIGHTS UPON EXPIRATION/TERMINATION. Before Amdocs uses any Third-Party
          Software or related Third-Party Contracts (including maintenance and
          support agreements for Software), other than Third Party Software
          provided by AT&T to perform the Services, Amdocs shall use all
          commercially reasonable efforts to (i) obtain for AT&T, the Eligible
          Recipients and AT&T's designees the license, sublicense, assignment
          and other rights specified or described in SECTIONS 6.9 and 14.7, (ii)
          ensure that [**] (iii) ensure that [**] to Amdocs, and at least
          sufficient for the [**] the Services, as well as the [**], (iv) ensure
          that [**] of this Agreement [**] and (v) ensure that the rights of
          AT&T, the Eligible Recipients and AT&T's designees in such Third Party
          Software and Third-Party Contracts are [**]of this Agreement. If
          Amdocs is [**], it shall notify AT&T [**]. Amdocs

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
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  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

          and AT&T shall [**]. Amdocs shall not [**]. If Amdocs [**]. If AT&T
          [**], and Amdocs [**], then Amdocs [**].

     (e)  EVALUATION OF THIRD-PARTY SOFTWARE. In addition to its obligations
          under SECTION 6.4(A) and (B) and in order to facilitate Strategic
          Decisions and AT&T's control of architecture, standards and plans
          pursuant to SECTION 9.5, Amdocs shall use all commercially reasonable
          efforts to evaluate any Third-Party Software selected by or for AT&T
          to determine whether such Software will adversely affect AT&T's
          environment and/or Amdocs' ability to provide the Services. Amdocs
          shall complete and report the results of such evaluation to AT&T
          within thirty (30) days of its receipt of AT&T's request; provided,
          that Amdocs shall use all commercially reasonable efforts to respond
          more quickly in the case of a pressing business need or an emergency
          situation.

     (f)  [**]. With respect to all products and services procured by Amdocs
          [**] during the course of performing the Services, Amdocs shall use
          all commercially reasonable efforts to [**] such products and services
          (including [**]) except to the extent otherwise agreed by AT&T. If
          Amdocs [**], it shall [**].

6.5  EQUIPMENT.

     (a)  Reserved

     (b)  Reserved.

     (c)  FINANCIAL RESPONSIBILITY. The Parties shall be financially responsible
          for Equipment, Equipment Leases and related Third Party Contracts as
          provided on SCHEDULE D.1.

     (d)  OPERATIONAL RESPONSIBILITY. With respect to Equipment and related
          Third-Party Contracts for which Amdocs is operationally responsible
          under SCHEDULES D or D.1, Amdocs shall be responsible for (i) the
          evaluation, procurement, testing, installation, rollout, use, support,
          management, administration, operation and maintenance of such
          Equipment and related Third-Party Contracts; (ii) the evaluation,
          procurement, testing, installation, rollout, use, support, management,
          administration, operation and maintenance of new, substitute or
          replacement Equipment and related Third-Party Contracts; (iii) the
          performance, availability, reliability, compatibility and
          interoperability of such Equipment and related Third

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

          Party Contracts, each in accordance with this Agreement, [**]; (iv)
          the compliance with and performance of all operational, administrative
          and contractual obligations with respect to such Equipment, leases and
          contracts, including nondisclosure obligations; (v) the administration
          and exercise as appropriate of all rights available with respect to
          such Equipment or agreements; and (vi) the [**] obligations under this
          SECTION 6.5(D) ([**] under this Agreement).

     (e)  RIGHTS UPON EXPIRATION/TERMINATION. With respect to each of the [**]
          to be used to provide the Services and which [**], Amdocs shall use
          all commercially reasonable efforts to (i) [**] in SECTION 4.3(B)(IV),
          (ii) ensure that the [**], (iii) ensure that [**], and (iv) ensure
          that [**]. Except as specifically set forth in this Agreement, Amdocs
          shall not move or transfer such Equipment and related Third-Party
          Contracts without first having received AT&T's prior written consent.
          If [**]. If AT&T [**].

6.6  THIRD PARTY CONTRACTS.

     (a)  FINANCIAL RESPONSIBILITY. In addition to the Third-Party Contracts
          identified in SECTIONS 6.4 and 6.5, Amdocs shall be responsible for
          [**] on or after the Commencement Date associated with [**], and for
          which AT&T does not have financial responsibility pursuant to SCHEDULE
          D.1. Amdocs also shall be responsible for [**] on or after the
          Commencement Date associated with new, substitute or replacement
          Third-Party Contracts used to provide the Services, and for which AT&T
          does not have [**] pursuant to SCHEDULE D.1.

     (b)  OPERATIONAL RESPONSIBILITY. With respect to the Third-Party Contracts
          identified in SECTION 6.6(A), and the services and products provided
          thereunder, Amdocs shall, unless otherwise provided in SCHEDULE D, be
          responsible for (i) the evaluation, procurement, use, support,
          management, administration, operation and maintenance of such
          Third-Party Contracts and any new, substitute or replacement
          Third-Party Contracts; (ii) the performance, availability,
          reliability, compatibility and interoperability of such Third-Party
          Contracts and the services and products provided thereunder; (iii) the
          compliance with and performance of any operational, administrative or
          contractual obligations imposed on AT&T or Amdocs under such
          Third-Party Contracts, including nondisclosure obligations;

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

          (iv) the administration and exercise as appropriate of all rights
          available under such Third-Party Contracts; and (v) [**] obligations
          under this SECTION 6.6.

     (c)  RIGHTS UPON EXPIRATION/TERMINATION. With respect to [**] to be used to
          provide the Services other than Third Party Contracts provided by
          AT&T, Amdocs shall use all commercially reasonable efforts to (i) [**]
          the rights specified in SECTION 4.3(B)(VI), (ii) ensure that the
          granting of such rights [**], (iii) ensure that [**] to Amdocs and
          [**] and (iv) ensure that [**]. If Amdocs is [**] Amdocs to provide
          [**]. If AT&T [**], then Amdocs shall [**].

     (d)  TELECOMMUNICATION/IP SERVICES. To the extent Amdocs uses
          telecommunication services or IP-based services (e.g., IP bandwidth)
          in connection with the provision of the Services or the performance of
          the other obligations under this Agreement [**] provided, further,
          however, Amdocs will [**].

     (e)  [**]. With respect to all [**] services procured by Amdocs [**] during
          the course of performing the Services, Amdocs shall use all
          commercially reasonable efforts to [**] except to the extent otherwise
          agreed by AT&T. If Amdocs is [**]. If AT&T [**], then Amdocs shall
          [**].

6.7  ASSIGNMENT OF THIRD-PARTY CONTRACTS.

     (a)  ASSIGNMENT AND ASSUMPTION. On and as of the Commencement Date, AT&T
          shall assign to Amdocs, and Amdocs shall assume and agree to perform
          all obligations related to, any Third-Party Contracts listed in
          SCHEDULE C. AT&T and Amdocs shall execute and deliver a mutually
          satisfactory assignment and assumption agreement with respect to such
          leases, licenses and agreements, evidencing the assignment and
          assumption provided for herein. AT&T represents and warrants that (i)
          it is not in default under such licenses, leases and Third-Party
          Contracts, (ii) all payments thereunder through the date of assignment
          are current, (iii) no payments or charges (including deferred
          payments) shall be payable by Amdocs to AT&T (or such third-party
          contractor) for benefits or services received by AT&T under such
          licenses, leases and Third-Party Contracts prior to the date of
          assignment and (iv) it is not aware of any defaults with respect to
          such license, leases and Third-Party Contracts.

     (b)  ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE. With respect to any such
          Third-Party Contracts that cannot, as of the Commencement Date, be
          assigned to

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                               written agreement.


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                                                Agreement Number: 20070413.019.C

          Amdocs without breaching their terms or otherwise adversely affecting
          the rights or obligations of AT&T or Amdocs thereunder, the
          performance obligations shall be deemed to be subcontracted or
          delegated to Amdocs (but only to the extent not prohibited under the
          terms and conditions of such Third Party Contract) until any requisite
          consent, notice or other prerequisite to assignment can be obtained,
          given or satisfied by Amdocs. It is understood that, from and after
          the Commencement Date, Amdocs, as a subcontractor or delegatee, shall
          be financially and operationally responsible for such Third-Party
          Contracts. Amdocs shall use commercially reasonable efforts to satisfy
          the consent, notice or other prerequisites to assignment and, upon
          Amdocs doing so, Third-Party Contracts shall immediately be assigned
          and transferred to and assumed by Amdocs.

     (c)  NON-ASSIGNABLE ITEMS. If, after Amdocs using all commercially
          reasonable efforts for a reasonable period of time, a Third-Party
          Contract still cannot be assigned without breaching its terms or
          otherwise adversely affecting the rights or obligations of AT&T or
          Amdocs thereunder, the Parties shall take such actions and execute and
          deliver such documents as may be necessary to cause the Parties to
          realize the practical effects of the allocation of responsibilities
          intended to be effected by this Agreement.

     (d)  MODIFICATION AND SUBSTITUTION. Except as otherwise provided in this
          Agreement, Amdocs may terminate, shorten or extend the Third-Party
          Contracts set forth on SCHEDULE C and may substitute or change
          suppliers relating to goods or services covered thereby; provided
          that, except as otherwise [**] under such Third-Party Contracts, (ii)
          shall [**]; (iii) shall [**] the Services; and (iv) [**], shall [**]
          applicable to Amdocs [**]. Amdocs' rights under the immediate
          preceding sentence are [**]. Amdocs shall [**].

     (e)  [**]. Notwithstanding SECTION 6.7(D) or any contrary provisions in, or
          rights under, [**], Amdocs shall [**] prior to the Commencement Date
          for the periods set forth in SECTION 6.7(G) AND (F), respectively.
          Without limiting the generality of the foregoing, Amdocs shall [**]
          during the period after the Commencement Date set forth in SECTION
          6.7(G) AND (F), respectively. Amdocs shall [**], including [**]. For
          such period of [**], to the extent that [**] in accordance with [**]
          under this Agreement, the provisions of SECTION 10.2 shall apply.

     (f)  [**]. Amdocs shall [**] as of the Commencement Date for the period of
          [**] following the Commencement Date. During the period following the
          expiration

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                                                Agreement Number: 20070413.019.C

          of such [**] and prior to the expiration of [**] immediately following
          the Commencement Date, Amdocs may [**] following the Commencement
          Date. There shall be [**] immediately following the Commencement Date.
          Notwithstanding the foregoing, in the event any [**], Amdocs may [**].

     (g)  [**].

          (i)  In conjunction with [**], Amdocs shall use [**] as of the
               Commencement Date for the period of [**] following the
               Commencement Date. During the period following the expiration of
               such [**] and prior to the expiration of [**] immediately
               following the Commencement Date, Amdocs may reduce [**] following
               the Commencement Date. [**] immediately following the
               Commencement Date.

          (ii) In conjunction with [**], Amdocs shall [**] as of the
               Commencement Date for the period of [**] following the
               Commencement Date. [**] immediately following the Commencement
               Date.

          (iii) Notwithstanding the foregoing, in the event [**], Amdocs may
               [**].

6.8  LICENSE TO AT&T-OWNED SOFTWARE AND THIRD-PARTY SOFTWARE.

     (a)  LICENSE TO AT&T-OWNED SOFTWARE. As of the Commencement Date, AT&T
          hereby grants Amdocs and, to the extent necessary for Amdocs to
          provide the Services, to Subcontractors designated by Amdocs that sign
          a written agreement with Amdocs to be bound by all of the terms
          contained herein applicable to such Software (such agreement to
          include the terms specified in this SECTION 6.8(A) as well as those
          pertaining to the ownership of such Software and any derivative
          materials developed by the Parties, the scope and term of the license,
          the restrictions on the use of such Software, the obligations of
          confidentiality, etc.) a non-exclusive, non-transferable, royalty-free
          right and license during the term of this Agreement to access, use,
          operate, copy and store the AT&T-Owned Software for the express and
          sole purpose of providing the Services. Except as is required for
          Amdocs to perform the Services in relation to the AT&T-Owned Software,
          Amdocs shall have no right to use the source code to such AT&T-Owned
          Software unless and to the extent approved in advance by AT&T.
          AT&T-Owned Software shall remain the sole and exclusive property of
          AT&T. Amdocs and its Subcontractors shall not (i) use any AT&T-Owned
          Software for the benefit

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                                                Agreement Number: 20070413.019.C

          of any person or Entity other than AT&T or the Eligible Recipients,
          (ii) except as is required for Amdocs to perform the Services in
          relation to the AT&T-Owned Software, separate or uncouple any portions
          of the AT&T-Owned Software, in whole or in part, from any other
          portions thereof or (iii) except as is required for Amdocs to perform
          the Services in relation to the AT&T-Owned Software, reverse assemble,
          reverse-engineer, translate, disassemble, decompile or otherwise
          attempt to create or discover any source or human-readable code,
          underlying algorithms, ideas, file formats or programming interfaces
          of the AT&T-Owned Software by any means whatsoever, without the prior
          approval of AT&T, which may be withheld at AT&T's sole discretion.
          Except as otherwise requested or approved by AT&T, Amdocs and its
          Subcontractors shall cease all use of AT&T-Owned Software upon the
          expiration or termination of this Agreement and the completion of any
          Termination Assistance Services requested by AT&T pursuant to SECTION
          4.3 and shall certify such cessation to AT&T in a notice signed by an
          officer of Amdocs and each applicable Subcontractor. [**].

     (b)  LICENSE TO THIRD-PARTY SOFTWARE. Subject to each party [**], AT&T
          hereby grants to Amdocs, for the sole purpose of performing the
          Services and solely to the extent of AT&T's underlying rights, the
          same rights of access and use as AT&T possesses under the applicable
          software licenses with respect to AT&T-licensed Third-Party Software.
          AT&T shall provide Amdocs with such rights to the AT&T-licensed
          Third-Party Software sufficient for the Amdocs Personnel [**]. Amdocs
          shall notify AT&T of the existence of, [**], provided that Amdocs may
          request, and AT&T also shall grant such rights to [**]; provided that,
          Amdocs shall [**]. Amdocs and its Subcontractors shall comply with the
          duties, including use restrictions and those of nondisclosure, imposed
          on AT&T by such licenses. In addition, [**] all of the terms contained
          herein [**] to include the terms specified in this SECTION 6.8(B) as
          well as those pertaining to the ownership of such Software [**].
          Except as otherwise requested or approved by AT&T (or the relevant
          licensor), Amdocs and its Subcontractors shall cease all use of such
          Third Party Software upon the expiration or termination of this
          Agreement and the completion of any Termination Assistance Services
          requested by AT&T pursuant to SECTION 4.3. [**]

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                                                Agreement Number: 20070413.019.C


6.9  LICENSE TO AMDOCS-OWNED MATERIALS AND THIRD-PARTY SOFTWARE.

     As of the Commencement Date and continuing through the Term and any period
     of performance of Termination Assistance Services, Amdocs hereby grants to
     AT&T and the Eligible Recipients, at no additional charge, a non-exclusive,
     royalty-free right and license to access and/or use the Amdocs-Owned
     Materials used in connection with the performance of the Services and,
     [**], the Third-Party Software as to which Amdocs holds the license or for
     which Amdocs is financially responsible under this Agreement (including
     related documentation, methodology and tools and all modifications,
     replacements, Upgrades, enhancements, improvements, methodologies, tools,
     documentation, materials and media related thereto), to the extent
     necessary to (i) receive the full benefit of the Services, (ii) perform or
     have performed services of the nature of the Services, including in-scope
     processes and services, (iii) monitor, access, interface with or use the
     Materials then being used in the performance of the Services, and (iv)
     perform or have performed ancillary services and functions, including
     related information technology services and functions; provided, however,
     that prior to an AT&T Third-Party Contractor being provided access to
     Amdocs-Owned Materials for any such purpose, such AT&T Third-Party
     Contractor shall first enter into a non-disclosure agreement with Amdocs,
     in form substantially as set forth in EXHIBIT 6. Amdocs-Owned Materials
     shall remain the sole and exclusive property of Amdocs. The provisions of
     this SECTION 6.9 are subject to any amendment the Parties may enter into
     pursuant to SECTIONS 14.2 and 14.3. For the avoidance of doubt, provision
     is made in SECTION 14.7 for continuing rights and licenses to access and
     use following termination of this Agreement.

6.10 ASSET TRACKING

     Amdocs shall track any Software licenses and/or Equipment provided by AT&T
     for use by the Amdocs Personnel in performing the Services and provide
     periodic Reports to AT&T specifying the then current inventory of such
     assets [**].

6.11 MANAGED THIRD PARTIES

     (a)  FULLY MANAGED THIRD PARTIES. With respect to Managed Third Parties
          designated on SCHEDULE C as "Fully Managed Third Parties" and any
          substitute or replacement therefor (each a "FULLY MANAGED THIRD
          PARTY"), Amdocs shall

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                                                Agreement Number: 20070413.019.C

          ensure that such Fully Managed Third Parties perform in accordance
          with this Agreement, [**], and comply with all applicable duties and
          obligations imposed on Amdocs under this Agreement. Unless otherwise
          specified in SCHEDULE C or agreed in writing by the Parties, the
          performance of such Fully Managed Third Parties shall be included in
          determining Amdocs' compliance with applicable [**] in SCHEDULE F and
          Amdocs shall be responsible for any [**]. Amdocs shall manage each
          such Fully Managed Third Party and administer each such Third Party
          Contract as described in SECTION 6.11(B)(I)-(IX) below. Upon the
          expiration or termination for cause or convenience of a Fully Managed
          Third Party contract, Amdocs shall be responsible for the continued
          performance of the services in accordance with this Agreement and
          shall either provide such services itself or enter into a contract for
          such services with a replacement Fully Managed Third Party.

     (b)  GENERAL MANAGED THIRD PARTIES. With respect to Managed Third Parties
          identified on SCHEDULE C as "General Managed Third Parties," and any
          substitute or replacement therefor (each a "GENERAL MANAGED THIRD
          PARTY"), Amdocs shall perform the following activities with respect to
          the management and administration of [**], except as modified in
          SCHEDULE C:

          (i)  manage [**];

          (ii) as requested by AT&T, work with AT&T to manage [**] to provide
               the Services;

          (iii) oversee [**];

          (iv) notify AT&T [**]);

          (v)  escalate [**];

          (vi) monitor and manage [**];

          (vii) communicate to AT&T [**]; and

          (viii) recommend [**]; and

          (ix) at AT&T's request, participate and assist in [**].

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                                                Agreement Number: 20070413.019.C

     (c)  FINANCIAL RESPONSIBILITY. Unless otherwise specified in this SCHEDULE
          C or agreed in writing by the Parties, [**].

6.12 NOTICE OF DEFAULTS.

     AT&T and Amdocs shall promptly inform the other Party in writing of any
     breach of, or misuse or fraud in connection with, any Third-Party Contract,
     Equipment Lease or Third-Party Software license used in connection with the
     Services of which it becomes aware and shall cooperate with the other Party
     to prevent or stay any such breach, misuse or fraud.

7.   SERVICE LEVELS.

7.1  GENERAL.

     Except as may be otherwise expressly specified as a Service Level, Amdocs
     shall perform the Services at (i) the levels of accuracy, quality,
     completeness, timeliness, responsiveness and productivity that are equal to
     or higher than both the accepted industry norms applicable to the
     performance of such Services by top-tier service providers; (ii) if higher,
     the documented or otherwise verifiable levels of accuracy, quality,
     completeness, timeliness, responsiveness and productivity received by AT&T
     or the Eligible Recipients in the [**] prior to the Commencement Date;
     (iii) to be in compliance with any Federal and/or State Regulatory Order;
     or (iv) to meet any AT&T customer contractual commitment where Amdocs has
     previously been advised of such contractual commitment. Without limiting
     the generality of the foregoing or the other obligations of Amdocs, Amdocs
     shall perform the Services so as to meet or exceed the Service Levels set
     forth in SCHEDULE F. If more than one Service Level applies to any
     particular obligation of Amdocs, Amdocs shall [**]. Amdocs shall be
     responsible for [**], provided that nothing in the foregoing shall be
     interpreted to prevent the application of SECTION 10.2.

7.2  SERVICE LEVEL [**].

     Amdocs recognizes that AT&T is paying Amdocs [**]. The service levels
     required of Amdocs include (i) [**] set forth in SCHEDULE F, (ii) service
     levels required of the [**]and (iii) service levels required of the [**]
     (including [**], imposed by the FCC, and/or imposed by any State
     telecommunications regulatory authority) ("SERVICE LEVELS"). [**], then
     Amdocs [**] specified in SCHEDULE F, in applicable interconnection

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                                                Agreement Number: 20070413.019.C

     agreement(s), tariff(s), agreement(s) or serving arrangement(s), or by Law
     ("[**]") in [**]. Under no circumstances shall [**]. However, if AT&T [**],
     Amdocs shall be entitled to [**].

7.3  PROBLEM ANALYSIS.

     If Amdocs fails to provide Services in accordance with the Service Levels
     and this Agreement, Amdocs shall (after restoring service or otherwise
     resolving any immediate problem), in addition to fulfilling its obligations
     under SECTIONS 17.1(F) and 17.1(O): (i) promptly investigate and report on
     the causes of the problem; (ii) provide a Root Cause Analysis of such
     failure as soon as practicable, after such failure or AT&T's request; (iii)
     use all commercially reasonable efforts to implement remedial action and
     begin meeting the Service Levels as soon as practicable; (iv) advise AT&T
     of the status of remedial efforts being undertaken with respect to such
     problem; (v) demonstrate to AT&T's reasonable satisfaction that the causes
     of such problem have been or will be corrected on a permanent basis; and
     (v) to the extent that [**] Amdocs shall, in addition to its other
     obligations under this Agreement, [**]. Amdocs shall [**]; provided that,
     [**], Amdocs shall [**] and shall notify AT&T [**].

7.4  MEASUREMENT AND MONITORING.

     Except for Service Levels that AT&T chooses to measure and monitor itself,
     Amdocs shall, [**], implement measurement and monitoring tools and metrics
     as well as standard reporting procedures, all acceptable to AT&T, to
     measure and report Amdocs' performance of the Services against the
     applicable Service Levels. AT&T [**] shall have [**]. Amdocs shall [**].
     Amdocs also shall [**] by Amdocs [**]. AT&T shall [**] with their use.

7.5  [**].

     (a)  [**]. Within sixty (60) days after the Commencement Date, Amdocs shall
          [**] to be provided under this Agreement in accordance with [**] and
          shall [**] shall thereafter [**] hereunder. Thereafter, Amdocs shall
          [**] and procedures specified in [**]. Amdocs shall be [**] pursuant
          to this SECTION 7.5(A).

     (b)  [**], AT&T may [**] by AT&T or such other party as AT&T may select.
          [**], Amdocs shall [**].

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                                                Agreement Number: 20070413.019.C

     (c)  [**] pursuant to SECTION 7.5(A) or (B) [**], Amdocs shall [**]. AT&T
          and Amdocs shall [**]; provided, that the [**]. Amdocs' [**] Amdocs
          and the [**] shall be completed. Following [**], Amdocs will [**].

7.6  NOTICE OF DEFAULT.

     If Amdocs [**] under this Agreement or any other [**], or (ii) that has
     [**] Amdocs shall [**] and Amdocs and AT&T shall [**].

8.   PERSONNEL.

8.1  TRANSITIONED PERSONNEL.

     (a)  [**].

          (i)  [**] after the Effective Date, but in no event before [**],
               Amdocs shall [**]. Included with [**]. Amdocs shall [**]. Amdocs
               shall [**] Amdocs [**].

          (ii) [**]:

               (1)  [**] Amdocs [**]; or

               (2)  [**], Amdocs shall [**] hereunder.

          (iii) [**]:

               (1)  [**] Amdocs [**]; or

               (2)  [**], Amdocs shall [**] as a Transitioned Employee
                    hereunder.

          (iv) [**].

               (1)  [**]. Amdocs shall [**]; and

               (2)  [**]. Amdocs shall [**]:

          (a)  On [**] of the Commencement Date, [**];

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                                                Agreement Number: 20070413.019.C

          (b)  On [**] of the Commencement Date, [**]).

               (3)  [**] in connection with this Agreement, AT&T shall [**].

          (v)  [**], Amdocs shall [**] as a Transitioned Employee hereunder.

     (b)  ADDITIONAL TRANSITIONED EMPLOYEES. [**] following the Commencement
          Date, [**] shall be as set forth in this ARTICLE 8, [**] as
          Transitioned Employees [**].

     (c)  [**] TRANSITIONED EMPLOYEES. [**] following the Commencement Date,
          [**], one or more Transitioned Employees [**]. Amdocs shall [**] any
          such Transitioned Employee(s), provided, however, that AT&T shall
          [**]. AT&T shall [**].

     (d)  [**]. Amdocs shall [**] Transitioned Employee [**] Amdocs shall [**]
          the Transitioned Employees [**] the Commencement Date, [**] the
          Commencement Date [**] There shall be [**] the Commencement Date. For
          purposes of this provision, [**] the Transitioned Employee's [**].
          Amdocs may, [**] with Amdocs. [**] Transitioned Employee [**] the
          Commencement Date, Amdocs may [**] Transitioned Employee [**]
          Transitioned Employee. If a Transitioned Employee's [**] by Amdocs
          [**] with Amdocs, Amdocs shall [**] the Transitioned Employee [**] on
          the Effective Date, [**] the Transitioned Employee [**] on the date
          [**].

     (e)  [**]. This Agreement is not intended to [**]. Amdocs will [**].

     (f)  [**]. To the extent [**] Amdocs, Amdocs shall [**] with this ARTICLE
          8.

     (g)  [**], Amdocs shall have [**] the Commencement Date, [**] applicable
          contractor.

8.2  EMPLOYEE BENEFIT PLANS.

     (a)  GENERAL. Except as otherwise provided in this ARTICLE 8, Amdocs shall
          [**] that are made [**]. Amdocs has [**]. During the term of this
          Agreement and any extensions thereof, [**] shall be, [**], except as
          provided below.

     (b)  [**]. Except as otherwise provided in this ARTICLE 8, the [**], shall
          be [**], as applicable.

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                                                Agreement Number: 20070413.019.C

     (c)  [**]. Subject to the [**] will be determined by Amdocs; provided,
          however, that [**] in accordance with SECTION 8.2(B) and [**]. AT&T
          shall [**].

     (d)  [**]. Amdocs will [**]. Amdocs' [**].

     (e)  [**]. During the term of this Agreement, Amdocs shall [**] shall be
          subject to the [**]. Amdocs shall [**] in accordance with SECTION
          8.2(B).

     (f)  [**] provided by Amdocs [**].

     (g)  [**] Amdocs [**]. AT&T shall [**], Amdocs shall [**].

     (h)  [**] Amdocs [**].

     (i)  [**]. Subject to the provisions of Section 8.1(a) and without limiting
          the provisions of SECTION 8.1(d), [**] shall be [**] Amdocs [**] in
          accordance with Section 8.2(b) [**].

     (j)  [**]. Amdocs shall [**] for this purpose in accordance with SECTION
          8.2(B).

     (k)  [**] shall be [**].

     (l)  OTHER EMPLOYEE MATTERS. As of the Employment Effective Date, the
          Transitioned Employees shall be employees of Amdocs for all purposes.
          Amdocs shall be responsible [**] for paying any compensation and
          remitting any income, disability, withholding and other employment
          taxes for such Transitioned Employees beginning on the Employment
          Effective Date. Unless otherwise agreed, AT&T shall be responsible for
          (i) funding and distributing benefits under the AT&T benefit plans in
          which Transitioned Employees participated prior to the Employment
          Effective Date, (ii) for paying any compensation and remitting any
          income, disability, withholding and other employment taxes for such
          Transitioned Employees and (iii) any other employment-related claim
          not arising out of the transactions contemplated by this Agreement for
          the period prior to the Employment Effective Date of such Transitioned
          Employee. Subject to Transitioned Employee consent where required, and
          subject to applicable Law, AT&T shall provide Amdocs with such
          information in AT&T's possession reasonably requested by Amdocs in
          order to fulfill its obligations under this ARTICLE 8.

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                                                Agreement Number: 20070413.019.C

8.3  DESIGNATED AMDOCS PERSONNEL AND CRITICAL SUPPORT PERSONNEL.

     (a)  [**] Designated Amdocs Personnel.

          (i)  [**] DESIGNATED AMDOCS PERSONNEL [**].

          (ii) Amdocs shall [**]. Amdocs shall [**], shall provide [**], and
               shall provide [**] as may be [**]. If the Parties [**].

          (iii) AT&T may [**] under this Agreement [**].

     (b)  [**] DESIGNATED AMDOCS PERSONNEL. Amdocs shall [**] under this
          Agreement. In the event [**] Amdocs shall [**]. Amdocs shall [**] in
          accordance with SECTION 8.3(A)(II) and [**] under this Agreement.
          [**].

     (c)  [**] PERSONNEL. Amdocs shall [**] under this Agreement [**]. In the
          event [**], Amdocs shall [**]. Without limiting the foregoing, Amdocs
          agrees to [**] the Commencement Date. Amdocs and AT&T shall [**] the
          Commencement Date.

     (d)  [**]. Amdocs will [**].

8.4  [**] TRANSITIONED EMPLOYEES.

     (a)  To the extent that Amdocs, in accordance with the other provisions of
          this Agreement, [**] Amdocs shall use its good faith and reasonable
          efforts [**].

8.5  [**].

     [**].

8.6  [**] DESIGNATED AMDOCS PERSONNEL.

     [**], and Amdocs Personnel [**] the extent to which Amdocs has [**] under
     this Agreement; [**]. AT&T shall [**] identified above [**].

8.7  AMDOCS PERSONNEL ARE NOT AT&T EMPLOYEES.

     Except as otherwise expressly set forth in this Agreement, the Parties
     intend to create an independent contractor relationship and nothing in this
     Agreement shall operate or be

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                                                Agreement Number: 20070413.019.C

     construed as making AT&T or Amdocs partners, joint venturers, principals,
     joint employers, co-employers, agents or employees of or with the other. No
     officer, director, employee (including Transitioned Employees), agent,
     Affiliate, contractor or subcontractor retained by Amdocs to perform work
     on AT&T's behalf hereunder shall be deemed to be an officer, director,
     employee, agent, Affiliate, contractor or subcontractor of AT&T for any
     purpose. Amdocs, not AT&T, has the right, power, authority and duty to
     supervise and direct the activities of the Amdocs Personnel and to
     compensate such Amdocs Personnel for any work performed by them on AT&T's
     behalf pursuant to this Agreement. Amdocs, and not AT&T, shall be
     responsible and therefore solely liable for all acts and omissions of
     Amdocs Personnel.

8.8  REPLACEMENT, QUALIFICATIONS AND RETENTION OF AMDOCS PERSONNEL.

     (a)  SUFFICIENCY AND SUITABILITY OF PERSONNEL. Amdocs shall assign (or
          cause to be assigned) sufficient Amdocs Personnel to provide the
          Services in accordance with this Agreement and to ensure that [**].
          Such Amdocs Personnel shall possess suitable competence, ability and
          qualifications and shall be properly educated and trained for the
          Services they are to perform. Without limiting the foregoing, [**] the
          Amdocs Personnel as of the Commencement Date.

     (b)  REQUESTED REPLACEMENT. In the event that AT&T determines that the
          continued assignment to AT&T of any Amdocs Personnel (including
          Designated Amdocs Personnel) is not in the best interests of AT&T,
          then AT&T shall give Amdocs notice to that effect requesting that such
          Amdocs Personnel be replaced. Promptly after its receipt of such a
          request by AT&T, the Parties will discuss in good faith appropriate
          corrective measures designed to address AT&T's concerns (such
          agreement not to be unreasonably withheld by either Party), which
          shall commence [**] days after the Parties begin to discuss corrective
          measures. If: (i) [**] days after the commencement of agreed-upon
          corrective measures, the Parties are unable to agree that the
          corrective measurements have resolved the problem; or (ii) at any
          time, if AT&T reasonably believes such Amdocs Personnel will create
          legal liability to AT&T or an Eligible Recipient, Amdocs shall, upon
          AT&T's request, replace (or cause to be replaced) as promptly as
          possible such Amdocs Personnel with an individual of suitable ability
          and qualifications, without cost to AT&T. Nothing in this provision
          shall operate or be construed to limit Amdocs' responsibility for the
          acts or omission of the Amdocs Personnel.

     (c)  [**] DATA. If AT&T determines that [**], Amdocs shall [**].
          Notwithstanding

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                                                Agreement Number: 20070413.019.C

          [**], Amdocs shall [**].

     (d)  [**]. With respect to [**], Amdocs shall [**], Amdocs shall [**].

     (e)  [**] PERFORMING SERVICES [**]. Amdocs shall require that all Amdocs
          Personnel who are, or who are expected to be, engaged in the
          performance of Services to AT&T or the Eligible Recipients execute a
          non-disclosure agreement with Amdocs with terms no less protective of
          AT&T's Proprietary Information as provided under this Agreement. [**]
          to perform services [**]. For the purposes of the foregoing, [**].
          From time to time, and in any event upon [**], Amdocs shall [**]. Upon
          [**] from time to time, Amdocs shall [**], and Amdocs shall [**]
          pursuant to the foregoing sentence.

     (f)  [**] EMPLOYEES. [**] to provide Services [**]; provided that [**].
          Amdocs will [**]. To the extent that [**], the Party will notify the
          other Party and Amdocs will [**].

8.9  CONDUCT OF AMDOCS PERSONNEL.

     (a)  CONDUCT AND COMPLIANCE. While at AT&T sites, Amdocs Personnel shall
          (i) comply with the AT&T Rules and other rules and regulations
          regarding personal and professional conduct generally applicable to
          personnel at such AT&T sites (and communicated orally or in writing to
          Amdocs or Amdocs Personnel or made available to Amdocs or Amdocs
          Personnel by conspicuous posting at a AT&T Facility, electronic
          posting or other means generally used by AT&T to disseminate such
          information to its employees or contractors), (ii) comply with
          reasonable requests of AT&T personnel pertaining to personal and
          professional conduct and (iii) otherwise conduct themselves in a
          businesslike manner.

     (b)  IDENTIFICATION OF AMDOCS PERSONNEL. All Amdocs Personnel shall clearly
          identify themselves as Amdocs Personnel and not as employees of AT&T.
          This shall include any and all communications, whether oral, written
          or electronic. Each Amdocs Personnel shall wear a badge indicating
          that he or she is not an employee of AT&T.

     (c)  RESTRICTION ON MARKETING ACTIVITY. Except for marketing
          representatives designated in writing by Amdocs to AT&T, none of the
          Amdocs Personnel shall conduct any marketing activities at AT&T, other
          than, subject to SECTION 13.4,

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          reporting potential marketing opportunities to Amdocs' designated
          marketing representatives.

8.10 SUBSTANCE ABUSE.

     Amdocs shall immediately remove (or cause to be removed) any Amdocs
     Personnel who is known to be or reasonably suspected of engaging in
     substance abuse while on a AT&T site, in a AT&T vehicle or while performing
     Services. In the case of reasonable suspicion, such removal shall be
     pending completion of the applicable investigation. Substance abuse
     includes the sale, attempted sale, possession or use of illegal drugs, drug
     paraphernalia or, to the extent not permitted on AT&T sites, alcohol or the
     misuse of prescription or non-prescription drugs. Amdocs represents and
     warrants that it has and will maintain a substance abuse policy and that
     such policy will be applicable to all Amdocs Personnel performing Services
     under this Agreement. Amdocs represents and warrants that it shall require
     its Subcontractors and Affiliates providing Services to have and maintain
     such policy and practices and to adhere to this provision.

8.11 UNION AGREEMENTS.

     Amdocs shall provide AT&T not less than ninety (90) days' notice of the
     expiration of any collective bargaining agreement with unionized Amdocs
     Personnel if the expiration of such agreement or any resulting labor
     dispute could potentially interfere with or disrupt the business or
     operations of AT&T or an Eligible Recipient or impact Amdocs' ability to
     timely perform its duties and obligations under this Agreement, provided
     that such obligation to notify shall not limit Amdocs' obligation to
     perform the Services or its other obligations under this Agreement.

8.12 LABOR DISPUTES

     (a)  Amdocs understands that the performance, during a labor dispute
          between AT&T and the union(s) representing AT&T's employees, of work
          ordinarily performed by said employees, may result in Amdocs' being
          viewed as a legal ally of AT&T under the labor laws of the United
          States, as a consequence of which Amdocs and Amdocs' business premises
          may be lawfully subjected to picketing, handbilling or other forms of
          communication to the public by striking employees of AT&T, or their
          union representatives.

     (b)  In the event of a labor dispute between AT&T and the union(s)
          representing

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          AT&T Personnel, AT&T may [**], including the [**] the commencement of
          a labor dispute. Where AT&T [**] shall be reasonably [**].

     (c)  The rights and obligations of the Parties under this SECTION 8.12 are
          [**] their respective rights under SECTIONS 21.2, 21.9 and 18.2.

9.   AMDOCS RESPONSIBILITIES.

9.1  POLICY AND PROCEDURES MANUAL.

     (a)  DELIVERY AND CONTENTS. [**], Amdocs shall deliver to AT&T for its
          review, comment and approval (i) an outline of the topics to be
          addressed in the Policy and Procedures Manual within [**] days after
          the Effective Date, and (ii) a final draft of the Policy and
          Procedures Manual [**] days after the Effective Date (the "POLICY AND
          PROCEDURES MANUAL"). At a minimum, the Policy and Procedures Manual
          shall include the following:

          (i)  a detailed description of the Services and the manner in which
               each will be performed by Amdocs, including (A) the Equipment,
               Software and Systems to be procured, operated, supported or used;
               (B) documentation (including operations manuals, user guides,
               specifications, policies/procedures and disaster recovery plans)
               providing further details regarding such Services; and (C) the
               specific activities to be undertaken by Amdocs in connection with
               each Service, including, where appropriate, the direction,
               supervision, monitoring, staffing, reporting, planning and
               oversight activities to be performed by Amdocs under this
               Agreement;

          (ii) the procedures for AT&T/Amdocs interaction and communication,
               including (i) call lists; (ii) procedures for and limits on
               direct communication by Amdocs with AT&T personnel; (iii) problem
               management and escalation procedures; (iv) priority and project
               procedures; (v) acceptance testing, including conditional
               acceptance; (vi) testing and demonstration procedures; (vii)
               quality assurance procedures and checkpoint reviews; and (viii)
               annual and quarterly financial objectives, budgets, and
               performance goals;

          (iii) practices and procedures addressing such other issues and
               matters as AT&T shall require; and

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          (iv) the other topics and issues addressed in SCHEDULE D, PART 5.

Amdocs shall [**].

     (b)  REVISION AND MAINTENANCE. Amdocs shall incorporate any reasonable
          comments or suggestions of AT&T into the Policy and Procedures Manual
          and shall deliver a final revised version to AT&T [**] days of its
          receipt of such comments and suggestions for AT&T's approval. The
          Policy and Procedures Manual will be delivered and maintained by
          Amdocs in hard copy and electronic formats and will be accessible
          electronically to AT&T information technology management and End Users
          in a manner consistent with AT&T's security policies.

     (c)  COMPLIANCE. Amdocs shall perform the Services in accordance with
          AT&T's then-current policies and procedures as communicated to Amdocs
          in writing (including through access to appropriate websites(s) or as
          communication is otherwise contemplated under SECTION 6.3(B), until
          the Policy and Procedures Manual is finalized and agreed upon by the
          Parties. Thereafter, Amdocs shall perform the Services in accordance
          with the Policy and Procedures Manual. In the event of a conflict
          between the provisions of this Agreement and the Policy and Procedures
          Manual, the provisions of this Agreement shall control unless the
          Parties expressly agree otherwise and such agreement is set forth in
          the relevant portion of the Policy and Procedures Manual.

     (d)  MODIFICATION AND UPDATING. Amdocs shall promptly modify and update the
          Policy and Procedures Manual monthly to reflect changes in the
          operations or procedures described therein and to comply with AT&T's
          Strategic Decisions as described in SECTION 9.5. Amdocs shall provide
          the proposed changes in the manual to AT&T for review, comment and
          approval. To the extent any such change could (i) increase AT&T's
          total costs of receiving the Services; (ii) require material changes
          to AT&T facilities, systems, software or equipment; (iii) have a
          material adverse impact on the functionality, interoperability,
          performance, accuracy, speed, responsiveness, quality or resource
          efficiency of the Services; or (iv) violate or be inconsistent with
          [**].

9.2  GOVERNANCE.

     Amdocs shall participate in, and fulfill its obligations under, SCHEDULE D,
     PART 4.

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9.3  REPORTS.

     (a)  REPORTS. Amdocs shall provide AT&T with reports pertaining to the
          performance of the Services and Amdocs' other obligations under this
          Agreement sufficient to permit AT&T to monitor and manage Amdocs'
          performance, including those required under this Agreement
          ("REPORTS"). The Reports to be provided by Amdocs shall include those
          described in SCHEDULE Q in the format and at the frequencies provided
          therein. In addition, from time to time, AT&T may identify additional
          Reports to be generated by Amdocs and delivered to AT&T on an ad hoc
          or periodic basis. All Reports shall be [**]. The Reports [**].

     (b)  BACK-UP DOCUMENTATION. As part of the Services, Amdocs shall provide
          AT&T with such documentation and other information available to Amdocs
          as may be reasonably requested by AT&T from time to time in order to
          verify the accuracy of the Reports provided by Amdocs. In addition,
          Amdocs shall provide AT&T with [**] this Agreement.

     (c)  CORRECTION OF ERRORS. [**], Amdocs shall promptly correct any errors
          or inaccuracies in or with respect to the Reports, the information or
          data contained in such Reports or other contract deliverables caused
          by Amdocs or its agents, Subcontractors, Managed Third Parties or
          third-party product or service providers.

9.4  QUALITY ASSURANCE.

     (a)  PROCESSES AND PROCEDURES. Amdocs shall develop and implement quality
          assurance processes and procedures (including the procedures otherwise
          specified in this SECTION 9.4) to ensure that the Services are
          performed in an accurate and timely manner, [**]. Such procedures
          shall include verification, checkpoint reviews, testing, acceptance
          and other procedures for AT&T to assure the quality and timeliness of
          Amdocs' performance. Amdocs shall submit such processes and procedures
          to AT&T for its review, comment and approval within [**] days after
          the Effective Date. Upon AT&T's approval, such processes and
          procedures shall be included in the Policy and Procedures Manual.
          Prior to the approval of such processes and procedures by AT&T, Amdocs
          shall adhere strictly to AT&T's then-current policies and procedures
          where Supplier has previously been advised of such policies and
          procedures by AT&T or such Eligible Recipient

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          (including through access to appropriate website(s)). [**] with the
          Service Levels and other terms of this Agreement.

     (b)  MATERIALS QUALITY. Amdocs hereby agrees that Materials furnished
          hereunder by Amdocs have or will have undergone or have or will have
          been subject to appropriate quality control measures and procedures,
          including performance measurements, testing, quality process reviews
          or inspections prior to delivery to AT&T.

     (c)  AMDOCS PERFORMANCE PROGRAM. Both Parties hereby agree to participate
          in the Amdocs Performance Program (hereinafter "PROGRAM") described
          below. The Program is a program to assist Amdocs in self-identifying
          areas of deficiency that may develop in Amdocs' performance as it
          relates to fulfilling its obligations under this Agreement.
          Participation in or use of, the Program does not negate or diminish
          Amdocs' responsibilities as it relates to its requirements to perform
          its obligation as defined elsewhere in this Agreement nor does it
          negate, diminish or waive AT&T'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
          the Agreement shall control.

Amdocs shall:

          (i)  Continuously monitor its performance relative to certain
               measurable performance indices such as product performance,
               service performance and on-time delivery. Performance
               measurements collected for the purposes of the Program
               (hereinafter "DATA") will be defined by AT&T and communicated to
               Amdocs from time to time.

          (ii) Collect and report to AT&T the Data relating to Amdocs'
               performance as requested by AT&T. The Data must be entered by
               Amdocs in AT&T's supplier web site in a format that is designated
               by AT&T.

          (iii) Conduct a self-evaluation of its performance based on the
               analysis of the Data reported. In those areas where Amdocs'
               performance deviates from [**], Amdocs shall [**].

          (iv) Cooperate fully with AT&T's supplier performance management team
               to coordinate Amdocs' activities as they relate to the Program.
               This includes

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               participation in planning meetings, audits, feedback sessions and
               issue resolution.

AT&T shall:

(i) Define the Data requirements that Amdocs will monitor and report.

(ii) Provide Amdocs with access to AT&T's supplier website [**] for the purposes
of entering Amdocs' data.

(iii) Generate Performance Reports summarizing the Data and provide Amdocs with
periodic feedback evaluating its performance. AT&T's supplier performance
management team will assist Amdocs in resolving any internal AT&T issues that
may impact Amdocs' performance.

     (d)  AMDOCS RECOMMENDATIONS. At least once each Contract Year, Amdocs shall
          [**] make written recommendations to AT&T with respect to the
          efficiency and cost-effectiveness of the Services, including bringing
          to AT&T's attention any existing or planned promotional offerings of
          Amdocs, Service upgrades or additional services that Amdocs believes
          may be of value to AT&T or an Eligible Recipient, and recommending
          reconfigurations that optimize delivery of Services to Amdocs
          efficiently and eliminate unwanted redundancy.

     (e)  SAVINGS CLAUSE. Nothing contained in this SECTION 9.4 will diminish
          Amdocs' obligation to deliver Materials in conformance to Amdocs'
          warranty obligations under this Agreement.

9.5  [**] STRATEGIC DECISIONS AND AUTHORITY.

     (a)  [**] STRATEGIC DECISIONS AND AUTHORITY. Notwithstanding any provision
          in this Agreement to the contrary, [**]. For purposes of the
          foregoing:

          (i)  [**], Amdocs shall [**]; provided, however, [**];

          (ii) [**], AT&T shall [**].

     (b)  AMDOCS SUPPORT. [**], Amdocs shall provide assistance to AT&T, in (i)
          AT&T's making of Strategic Decisions, (ii) defining information
          technology architectures and standards and (iii) preparing long-term
          strategic information technology plans and short-term implementation
          plans for such environment. The

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          assistance to be provided by Amdocs shall include (i) active
          participation with AT&T representatives on permanent and ad-hoc
          committees and working groups addressing such issues; (ii) assessments
          of the then-current architectures, standards and systems; (iii)
          analyses of Strategic Decisions and/or architectures, standards and
          systems in light of business priorities, business strategies and
          competitive market forces identified by AT & T; and (iv)
          recommendations regarding architectures and platforms, software and
          hardware products, information technology strategies and directions
          and other enabling technologies. With respect to each recommendation,
          Amdocs shall provide high-level estimates and analyses of the
          following: (i) cost projections and cost/benefit analyses; (ii) the
          changes, if any, in the personnel and other resources required to
          operate and support the changed environment; (iii) the resulting
          impact on AT&T's information technology costs; (iv) the expected
          performance, quality, responsiveness, efficiency, reliability and
          other service levels; and (v) general plans and high-level projected
          times for development and implementation.

     (c)  [**] SUPPORT. On a monthly basis, Amdocs shall provide [**]. In
          addition, on an annual basis, Amdocs shall provide information to AT&T
          regarding opportunities to modify or improve the Services.

     (d)  AMDOCS [**], AT&T shall [**]. Amdocs shall (i) comply [**], (ii) [**]
          and (iii) [**].

9.6  CHANGE MANAGEMENT.

     (a)  COMPLIANCE WITH CHANGE MANAGEMENT PROCEDURES. The change management
          procedures ("CHANGE MANAGEMENT PROCEDURES") shall be fully documented
          in the Policy and Procedures Manual and shall conform to the
          provisions of this SECTION 9.6, shall further [**] and shall use the
          change control system and tools specified by AT&T. Prior to making any
          Change or using any new (e.g., not tested in or for the AT&T
          environment) Software or Equipment to provide the Services, Amdocs
          shall have verified by appropriate testing that the change or item has
          been properly installed, is operating in accordance with its
          specifications, is performing its intended functions in a reliable
          manner and is compatible with and capable of operating as part of the
          AT&T environment. This obligation shall be in addition to [**].

     (b)  CHANGE COSTS. Without limiting AT&T's right of approval under SECTION
          9.6(C),

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          unless otherwise specified in SCHEDULE D or expressly approved by
          AT&T, [**] associated with (i) the design, installation,
          implementation, testing and rollout of such Change, (ii) any
          modification or enhancement to, or substitution for, any impacted
          Software, Equipment or System, (iii) any increase in the cost to AT&T
          of operating, maintaining or supporting any impacted Software,
          Equipment or System and (iv) subject to SECTION 9.6(I), any increase
          in resource usage to the extent it results from a Change.

     (c)  [**]. Amdocs shall [**] the Services; (ii) require material changes to
          AT&T facilities, systems, software, utilities, tools or equipment;
          (iii) require [**], (iv) have [**] as specified in SECTION 9.5 [**] to
          which [**].

     (d)  AT&T APPROVAL - [**]. Amdocs shall make no Change that may [**].

     (e)  INFORMATION FOR EXERCISE OF STRATEGIC DECISIONS AUTHORITY. In order to
          facilitate AT&T's Strategic Decisions, architecture, standards and
          plans pursuant to SECTION 9.5, Amdocs will provide AT&T with such
          information as AT&T shall reasonably require with respect to any such
          proposed Change. Such information shall include [**]. Such description
          shall include [**] of this Agreement [**].

     (f)  TEMPORARY EMERGENCY CHANGES. Notwithstanding the foregoing, Amdocs may
          make temporary Changes required by an emergency [**]. Amdocs shall
          document and report such emergency changes to AT&T [**] after the
          change is made. Such Changes shall not be implemented on a permanent
          basis [**].

     (g)  IMPLEMENTATION. Amdocs will schedule and implement all Changes so as
          not to (i) disrupt or adversely impact the business or operations of
          AT&T or the Eligible Recipients, (ii) degrade the Services then being
          received by them or (iii) interfere with their ability to obtain the
          full benefit of the Services.

     (h)  PLANNING AND TRACKING. Amdocs will provide advance notice to AT&T as
          soon as practicably possible of all planned Changes. The status of
          Changes will be monitored and tracked by Amdocs against the applicable
          schedule.

     (i)  COMPARISONS. For any Change, Amdocs shall, upon AT&T's request,
          perform a comparison at a reasonable and mutually agreed level of
          detail, between the amount of resources required by the affected
          Software or Equipment to perform a representative sample of the
          processing being performed for AT&T immediately

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          prior to the Change and immediately after the System Change. AT&T
          shall not be required [**].

9.7  SOFTWARE CURRENCY.

     (a)  Currency of Software. Subject to and in accordance with Sections 6.4,
          6.5, 9.5, 9.6, 9.7 and Schedule I, Amdocs agrees to maintain
          reasonable currency for all Software for which it is financially
          responsible under this Agreement and to provide maintenance and
          support for new releases and versions of Software for which it is
          operationally responsible. [**], (i) Amdocs shall [**], and (ii)
          Amdocs shall [**] include (i) providing and supporting [**]; (ii)
          supporting [**]; (iii) providing support [**]; and (iv) maintaining
          [**] and with the following [**] shall be [**]; and (ii) [**] must be
          [**]. Further, [**]. AT&T shall [**].

     (b)  EVALUATION, TESTING AND VALIDATION. Prior to installing a new Major
          Release or Minor Release, Amdocs shall evaluate, test and, if
          appropriate based on the results of such testing and evaluation,
          validate such Release to verify that it will perform in accordance
          with this Agreement and the architectures [**] of the Services. The
          evaluation, testing and validation performed by Amdocs shall [**]
          under such circumstances.

     (c)  PROVISION OF EVALUATION, TESTING AND VALIDATION TO AT&T.
          Notwithstanding SECTION 9.7(A), Amdocs shall provide to AT&T, prior to
          installing any Major Release or Minor Release, the results of its
          evaluation, testing and validation of such Major Release or Minor
          Release. Amdocs shall [**]. Amdocs shall [**] and as otherwise
          required by this Agreement.

     (d)  UPDATES BY AT&T. AT&T and the Eligible Recipients shall have the
          right, but not the obligation, to install new releases of, replace or
          make other changes to Software for which AT&T is financially
          responsible under this Agreement.

9.8  ACCESS TO [**].

     Upon AT&T's request, Amdocs shall provide AT&T with [**] access to Amdocs'
     [**].

9.9  AUDIT RIGHTS.

     (a)  AMDOCS RECORDS. Amdocs shall, and shall cause its Subcontractors to,
          maintain

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          complete and accurate records of and supporting documentation for [**]
          all transactions, authorizations, Changes, implementations, soft
          document access, reports, analyses, data or information created,
          generated, collected, processed or stored by Amdocs in the performance
          of its obligations under this Agreement ("CONTRACT RECORDS"). Amdocs
          shall maintain such Contract Records in accordance with generally
          accepted accounting principles applied on a consistent basis and
          generally accepted auditing standards. Amdocs shall retain all data
          and information (including AT&T Data and Contract Records) (i) in
          accordance with AT&T's record retention policy as it may be modified
          from time to time and provided to Amdocs in writing; (ii) [**]; and
          (iii) as required by Laws.

     (b)  OPERATIONAL AUDITS. Amdocs shall, and shall cause its Subcontractors
          to, provide to AT&T [**] access at reasonable hours to Amdocs
          Personnel, to the facilities at or from which Services are then being
          provided and to Amdocs records and other pertinent information, all to
          the extent relevant to the Services and Amdocs' obligations under this
          Agreement. Such access shall be provided for the purpose [**]. Amdocs
          shall [**] of this Agreement, Amdocs shall [**] as a result thereof.

     (c)  FINANCIAL AUDITS. During the term of this Agreement and for a period
          of [**] of this Agreement, Amdocs shall, and shall cause its
          Subcontractors to, provide to AT&T (and internal and external
          auditors, inspectors, regulators and other representatives that AT&T
          may designate from time to time) access at reasonable hours to Amdocs
          Personnel and to Contract Records and other pertinent information, all
          to the extent relevant to the performance of Amdocs' obligations under
          this Agreement. Such access shall be provided for the purpose of
          performing audits and inspections to [**] legal, regulatory and
          contractual requirements. Amdocs shall provide any assistance
          reasonably requested by AT&T or its designee in conducting any such
          audit and shall make requested personnel, records and information
          available during the term of this Agreement and thereafter, during the
          period specified in AT&T's records retention policy, as it may be
          modified from time to time. [**] in accordance with ARTICLE
          18.3(D)(I), Amdocs shall [**].

     (d)  AUDIT ASSISTANCE. AT&T and certain Eligible Recipients may be subject
          to regulation by governmental bodies and other regulatory authorities
          under applicable laws, rules, regulations and contract provisions. If
          a governmental body or regulatory authority exercises its right to
          examine or audit AT&T's or an

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          Eligible Recipient's books, records, documents or accounting practices
          and procedures pursuant to such laws, rules, regulations or contract
          provisions, Amdocs shall provide all assistance requested by AT&T or
          the Eligible Recipient in responding to such audits or government
          requests for information.

     (e)  General Procedures.

          (i)  [**], AT&T shall not be given access to (i) the proprietary
               information of other Amdocs customers, (ii) Amdocs locations that
               are not related to AT&T or the Services or (iii) Amdocs' internal
               costs, [**].

          (ii) In performing audits, AT&T shall endeavor to avoid unnecessary
               disruption of Amdocs' operations and unnecessary interference
               with Amdocs' ability to perform the Services in accordance with
               the Service Levels.

          (iii) Following any audit, AT&T shall conduct (in the case of an
               internal audit), or request its external auditors or examiners to
               conduct, an exit conference with Amdocs to obtain factual
               concurrence with issues identified in the review.

          (iv) AT&T shall be given adequate private workspace in which to
               perform an audit, plus access to photocopiers, telephones,
               facsimile machines, computer hook-ups and any other facilities or
               equipment needed for the performance of the audit.

Except as otherwise set forth below, external auditors examining Amdocs' records
shall not be [**]. Notwithstanding the foregoing, [**], AT&T shall [**], AT&T
shall [**].

     (f)  AMDOCS INTERNAL AUDIT. If Amdocs determines as a result of its own
          internal audit that [**], then Amdocs shall promptly [**]. In the
          event such an audit results in a determination that Amdocs has
          undercharged AT&T, then, subject to SECTION 12.1(D) and AT&T's right
          to dispute the amount of such undercharge, Amdocs may immediately
          invoice such undercharge to AT&T and the amount of such undercharge
          shall be treated, for invoicing and payment purposes, as an invoice
          for the month in which the invoice is delivered to AT&T.

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     (g)  AMDOCS RESPONSE. Amdocs and AT&T shall meet to review each audit
          report promptly after the issuance thereof. Amdocs will respond to
          each audit report in writing [**] days from receipt of such report,
          [**]. Amdocs and AT&T shall develop and agree upon an action plan to
          promptly address and resolve any deficiencies, concerns and/or
          recommendations in such audit report and Amdocs, [**], shall undertake
          remedial action in accordance with such action plan and the dates
          specified therein.

     (h)  AMDOCS RESPONSE TO GOVERNMENT AUDITS. If an audit by a governmental
          body or regulatory authority having jurisdiction over AT&T, an
          Eligible Recipient or Amdocs results in a finding that Amdocs is not
          in compliance with [**], Amdocs shall, [**] and within the time period
          specified by such auditor, address and resolve the deficiency(ies)
          identified by such governmental body or regulatory authority, provided
          that [**] under this Agreement.

     (i)  SAS AUDITS; SARBANES-OXLEY. [**], Amdocs shall cooperate with AT&T
          on SAS 70 Type II audits and on Sarbanes-Oxley related documentation
          and/or testing activities. [**], Amdocs shall perform a SAS 70 Type II
          audit [**]whenever AT&T is performing such an audit. Amdocs shall
          provide AT&T with an electronic and written copy of the SAS 70 Type II
          audit opinion [**] days after the completion of the audit.

     (j)  OBLIGATION TO CURE. [**], Amdocs shall promptly cure any breach of
          this Agreement discovered or disclosed in connection with any audit
          performed under this SECTION 9.9.

     (k)  AUDIT COSTS. Amdocs and its Subcontractors shall provide the Services
          described in this SECTION 9.9 [**].

9.10 SUBCONTRACTORS.

     (a)  Use of Subcontractors

          (i)  GENERAL. Amdocs shall [**]. The Subcontractors listed on SCHEDULE
               C.2 [**], Amdocs shall [**] the Services [**] the proposed
               Subcontractor [**]; and (ii) [**] such Subcontractor. [**] during
               the term of this

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               Agreement [**]; provided, however, that AT&T shall [**];
               provided, further, that notwithstanding the foregoing proviso
               [**] AT&T may [**] and Amdocs shall [**]. To the extent that AT&T
               [**], Amdocs shall [**]. Amdocs may, [**], update SCHEDULE C.2
               from time to time to incorporate additions and subtractions to
               the list of [**] Subcontractors [**].

          (ii) SUBCONTRACTING TO AMDOCS AFFILIATES. The Parties acknowledge that
               certain Amdocs obligations under this Agreement may be
               subcontracted to one or more Amdocs Affiliates [**], provided
               that (i) the obligations of Amdocs hereunder related to such
               performance shall be deemed applicable to such Affiliate(s) as if
               expressly so provided herein, and (ii) Amdocs shall be fully
               responsible for any and all such performance or failure thereof
               by such Affiliate(s). Without limiting the foregoing, Amdocs [**]
               of this Agreement, [**].

     (b)  SHARED SUBCONTRACTORS. Amdocs may, in the ordinary course of business,
          subcontract (i) for third-party services or products that are not
          exclusively dedicated to AT&T and that do not include regular direct
          contact with AT&T or Eligible Recipient personnel or the performance
          of services at AT&T sites or (ii) with temporary personnel firms for
          the provision of temporary contract labor (collectively, "SHARED
          SUBCONTRACTORS"); provided, that such Shared Subcontractors possess
          the training and experience, competence and skill to perform the work
          in a skilled and professional manner. AT&T shall have no approval
          right with respect to such Shared Subcontractors. If, however, AT&T
          expresses dissatisfaction with the services of a Shared Subcontractor,
          Amdocs shall work in good faith to resolve AT&T's concerns on a
          mutually acceptable basis and, at AT&T's request, replace such Shared
          Subcontractor at no additional cost to AT&T.

     (c)  AMDOCS RESPONSIBILITY. Amdocs shall be responsible for any failure by
          any Subcontractor or Subcontractor personnel to perform in accordance
          with this Agreement or to comply with any duties or obligations
          imposed on Amdocs under this Agreement to the same extent as if such
          failure to perform or comply was committed by Amdocs or Amdocs
          employees. Amdocs shall guarantee the performance of all such
          Subcontractors and Subcontractor personnel providing any of the
          Services hereunder. Amdocs shall be AT&T's sole point of contact
          regarding the Services, including with respect to payment.

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9.11 AMDOCS DIVERSITY.

     (a)  It is the policy of AT&T that minority, women, and disabled veteran
          owned business enterprises ("MWDVBES") shall have the maximum
          practicable opportunity to participate in the performance of
          contracts.

     (b)  Amdocs shall make good faith efforts to carry out this policy
          (consistent with such policy's territorial application) in the award
          of subcontracts, distribution agreements, resale agreements, and other
          opportunities for MWDVBE participation. In furtherance of those
          efforts, and not as a limitation, Amdocs shall submit annual
          participation plans, [**], establishing Amdocs' goals for the year for
          participation by minority owned business enterprises ("MBE"), women
          owned business enterprises ("WBE") and disabled veteran business
          enterprises ("DVBE"), with "participation" expressed as a percentage
          of aggregate estimated annual purchases by AT&T and its Affiliates for
          the coming year under this Agreement. Amdocs shall include specific
          and detailed plans for achieving its goals in each participation plan.

     (c)  By the [**] day following the close of each calendar quarter, Amdocs
          shall report actual results of its efforts to meet its goals during
          the preceding calendar quarter to AT&T's Prime Amdocs Program Manager,
          using the form attached to SCHEDULE S. Amdocs shall submit separate
          reports to AT&T and each Eligible Recipient obtaining Services under
          this Agreement. When reporting its results, Amdocs shall count only
          expenditures with MWDVBEs that are certified as MBE, WBE, or DVBE
          firms by certifying agencies that are recognized by AT&T. In
          particular, when reporting results for expenditures by Affiliates
          identified as "California Affiliates" in the form attached to SCHEDULE
          S, Amdocs shall count only expenditures (i) with MBE and WBE firms
          certified by the California Public Utilities Commission Supplier
          Clearinghouse ("CPUCC") and (ii) with DVBE firms certified by the
          Office of Small Business and DVBE Certification ("OSDBC") of the
          California Department of General Services.

     (d)  Amdocs shall inform prospective MBE, WBE, and DVBE subcontractors of
          their opportunities to apply for certification from certifying
          agencies that are recognized by AT&T. In particular, Amdocs shall
          inform MBE and WBE firms certified by agencies other than the CPUCC
          and the DVBE firms certified by agencies other than the OSDBC of the
          procedures for applying for an additional certification from the OSDBC
          and the CPUCC.

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     (e)  The extent to which AT&T's potential suppliers (a) set challenging
          goals in their annual participation plans and (b) succeed in exceeding
          the goals that they have set are factors that AT&T may consider
          favorably when deciding to extend or renew expiring agreements, to
          apportion orders among competing suppliers under existing agreements,
          and to award new business in competitive bidding.

     (f)  Amdocs' obligations under this Section are not a limitation of any
          obligations that Amdocs may have under other provisions of this
          Agreement, including SECTION 9.12.

9.12 GOVERNMENT CONTRACT FLOW-DOWN CLAUSES.

     (a)  GENERAL. The Parties acknowledge and agree that, as a matter of
          federal procurement law, Amdocs may be deemed a subcontractor to AT&T
          or an Eligible Recipient under one or more of their contracts with the
          federal government, that the Services provided or to be provided by
          Amdocs in such circumstances constitute "COMMERCIAL ITEMS" as that
          term is defined in the Federal Acquisition Regulation, 48 C.F.R.
          Section 52.202, and that subcontractors providing commercial items
          under government contracts are subject to certain mandatory flow-down
          clauses (currently, (i) Equal Opportunity, (ii) Affirmative Action for
          Special Disabled and Vietnam Era Veterans and (iii) Affirmative Action
          for Handicapped Workers) under the Federal Acquisition Regulation, 48
          C.F.R. Section 52.244-6. The Parties agree that, insofar as certain
          clauses are be required to be flowed down to Amdocs, AT&T shall so
          notify Amdocs and Amdocs shall comply with clauses required by
          applicable regulations to be included in a subcontract for commercial
          items [**].

     (b)  SPECIAL REQUIREMENTS. The Parties do not believe that the Services
          provided by Amdocs under this Agreement will be subject to government
          flow-down requirements other than those associated with any
          subcontracts for commercial items. Should compliance by Amdocs with
          additional flow-down provisions nevertheless be required by the
          federal government in certain circumstances, AT&T shall so notify
          Amdocs and Amdocs shall comply with such additional flow-down
          provisions and the Parties shall negotiate in good faith regarding the
          additional consideration, if any, to be paid to Amdocs in such
          circumstances. [**], the Parties may jointly approve the selection of
          a third-party accounting expert to make that determination.

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9.13 DISASTER RECOVERY AND BUSINESS CONTINUITY PLAN

     (a)  Amdocs will provide a Disaster Recovery and Business Continuity Plan
          [**] of this Agreement [**] as set forth in this section. Such
          Disaster Recovery and Business Continuity Plan shall be reviewed and
          approved by AT&T.

     (b)  This should include, but not be limited to:

          (i)  Demonstrate the existence of a recovery strategy, which is
               complimentary to AT&T, that is exercised with documented
               conclusions and recommended improvements.

          (ii) Ensure that failover processes and procedures are in place to
               support AT&T applications and these failover processes and
               procedures are exercised [**].

          (iii) Ensure that adequate communication documents, processes, and
               procedures are readily available and kept up to date.

10.  AT&T RESPONSIBILITIES.

10.1 RESPONSIBILITIES.

     In addition to AT&T's responsibilities as expressly set forth elsewhere in
     this Agreement, AT&T shall be responsible for the following:

     (a)  AT&T CONTRACT OFFICE. The AT&T Contract Office shall have the
          authority to act on behalf of AT&T in all day-to-day matters
          pertaining to this Agreement. AT&T may change the designated AT&T
          Contract Office from time to time by providing notice to Amdocs.
          Additionally, AT&T will have the option, but will not be obligated, to
          designate additional representatives who will be authorized to make
          certain decisions (e.g., regarding emergency maintenance) if the AT&T
          Contract Office is not available.

     (b)  COOPERATION. AT&T shall cooperate with Amdocs by, among other things,
          making available, as reasonably requested by Amdocs, management
          decisions, information, approvals and acceptances so that Amdocs may
          accomplish its obligations and responsibilities hereunder.

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     (c)  AT&T SERVICES. AT&T agrees that the AT&T information technology
          operations organization ("ITO") will continue during the term to
          perform services, functions and responsibilities for Amdocs in a
          manner and quality similar to that provided by the ITO to the
          Transitioned Personnel during the twelve (12) months prior to the
          Commencement Date.

     (d)  REQUIREMENT OF WRITING. To the extent Amdocs is required under this
          Agreement to obtain AT&T's approval, consent or agreement, such
          approval, consent or agreement must be in writing and must be signed
          by the AT&T Contract Office or an authorized AT&T representative.
          Notwithstanding the preceding sentence, the AT&T Contract Office may
          agree in advance in writing that as to certain specific matters, oral
          approval, consent or agreement will be sufficient.

10.2 SAVINGS CLAUSE.

     Amdocs' failure to perform its responsibilities under this Agreement or to
     meet the Service Levels shall be excused if and to the extent such Amdocs
     non-performance is directly caused by AT&T's wrongful action, unreasonable
     failure to cooperate with Amdocs or Amdocs Personnel or breach of its
     material obligations under this Agreement [**] (each, a "SAVINGS EVENT"),
     [**]. Without limiting the foregoing, to the extent AT&T reasonably
     believes that a Savings Event has occurred it shall [**].

11.  CHARGES.

11.1 GENERAL.

     (a)  PAYMENT OF CHARGES. In consideration of Amdocs' performance of the
          Services, AT&T agrees to pay Amdocs the applicable Charges set forth
          in SCHEDULE I.

     (b)  [**]. The [**] for Transition Services provided by or for Amdocs under
          this Agreement [**]. AT&T shall [**] set forth in this ARTICLE 11 or
          SCHEDULE I. Any costs incurred by Amdocs prior to the Effective Date
          are included in the Charges set forth in SCHEDULE I [**].

     (c)  [**], Amdocs shall [**].

     (d)  Eligible Recipient Services.

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          (i)  ELIGIBLE RECIPIENTS. Amdocs shall provide the Services to
               Eligible Recipients designated by AT&T. To the extent a
               designated Eligible Recipient will receive less than all of the
               Services, AT&T shall identify the categories of Services to be
               provided by Amdocs to such Eligible Recipient.

          (ii) NEW ELIGIBLE RECIPIENTS. From time to time AT&T may request,
               pursuant to the Change Management Procedures, that Amdocs provide
               Services to Eligible Recipients not previously receiving such
               Services. Except as provided in SECTION 11.5 or otherwise agreed
               by the Parties, such Services shall be [**].

          (iii) ELECTION PROCEDURE. Within [**] days after [**] AT&T shall
               elect, on behalf of the Eligible Recipient [**].

     (e)  CPI DISCUSSION. If the Consumer Price Index-All Urban Consumers, U.S.
          City Average, as published by the Bureau of Labor Statistics, US.
          Department of Labor as of the final day of such Contract Year shall
          exceed the level of such index as of the final day of the immediately
          preceding Contract Year by [**] percentage points or more, AT&T will
          provide Amdocs with the right for the [**]. AT&T shall have [**].

11.2 REIMBURSABLE EXPENSES / [**].

     (a)  REIMBURSABLE EXPENSES. AT&T is [**] in this Agreement or an Order
          pursuant to this Agreement. If reimbursement of expenses is so
          authorized, in order to be reimbursable, [**]. Amdocs must [**].

     (b)  [**]. AT&T shall pay all [**] directly to the applicable suppliers
          following review, validation and approval of such [**] by Amdocs.
          Before submitting an invoice to AT&T for any [**], Amdocs shall (i)
          review and validate the invoiced charges, (ii) identify any errors or
          omissions and (iii) communicate with the applicable supplier to
          correct any errors or omissions, resolve any questions or issues and
          obtain any applicable credits for AT&T. Amdocs shall deliver to AT&T
          the original supplier invoice, together with any documentation
          supporting such invoice and a statement that Amdocs has reviewed and
          validated the invoiced charges, [**] days prior to the date on which
          payment is due. In addition, [**] prior to such date (unless such date
          is less than [**] Amdocs shall

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          [**].

     (c)  [**]. Amdocs will [**].

11.3 [**].

     Amdocs acknowledges that, [**] set forth in this Agreement. [**].

11.4 TAXES

     The Parties' respective responsibilities for taxes arising under or in
     connection with this Agreement shall be as follows:

     (a)  INCOME TAXES. Each Party shall be responsible for its own Income
          Taxes.

     (b)  SALES, USE AND PROPERTY TAXES. Each Party shall be responsible for any
          sales, lease, use, personal property or other such taxes on Equipment,
          Software or property it owns or leases from a third party, including
          any lease assigned pursuant to this Agreement.

     (c)  TAXES ON GOODS OR SERVICES USED BY AMDOCS. [**] shall be responsible
          for all sales, service, value-added, lease, use, personal property,
          excise, consumption, and other taxes and duties payable [**] on any
          goods or services acquired by Amdocs and used or consumed by Amdocs in
          providing the Services.

     (d)  SERVICE TAXES. [**] shall be financially responsible for all Service
          Taxes assessed by the United States or an entity internal to the
          United States against either Party as of the Effective Date on the
          provision of the Services as a whole, or on any particular Service
          received by AT&T or the Eligible Recipients from Amdocs. If new or
          higher Service Taxes thereafter become applicable to the Services as a
          result of either Party moving all or part of its operations to a
          different jurisdiction (e.g., AT&T opening a new office, Amdocs
          relocating a shared service center) [**] Service Taxes. If new or
          higher Service Taxes become applicable to such Services after the
          Effective Date for any other reason (e.g., tax law changes, but not
          volume changes) the Parties shall negotiate in good faith and
          diligently seek to agree upon an allocation and sharing of financial
          responsibility for such new or additional Service Taxes. If the
          Parties are unable to agree upon such an allocation and sharing within
          thirty (30) days, AT&T may elect to

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          terminate this Agreement in its entirety, or to terminate any portions
          impacted by such new or additional Service Taxes. If AT&T elects to
          terminate on this basis, AT&T shall pay any applicable [**] and any
          Charges for Termination Assistance Services in accordance with SECTION
          4.3. If required under applicable Laws, Amdocs shall invoice AT&T for
          the full amount of such Service Taxes and then credit or reimburse
          AT&T for that portion of such Service Taxes for which Amdocs is
          financially responsible under this provision

     (e)  EFFORTS TO MINIMIZE TAXES. The Parties agree to cooperate fully with
          each other to enable each to more accurately determine its own tax
          liability and to minimize such liability to the extent legally
          permissible. Amdocs' invoices shall separately state the Charges that
          are subject to taxation and the amount of taxes included therein. Each
          Party will provide and make available to the other any resale
          certificates, information regarding out-of-state or out-of-country
          sales or use of equipment, materials or services, and other exemption
          certificates or information reasonably requested by either Party. At
          AT&T's request, Amdocs shall provide AT&T with written evidence of
          Amdocs' filing of all required tax forms and returns required in
          connection with any Service Taxes collected from AT&T, and its
          collection and remittance of all applicable Service Taxes.

     (f)  TAX AUDITS OR PROCEEDINGS. Each Party will promptly notify the other
          of, and coordinate with the other, the response to and settlement of,
          any claim for taxes asserted by applicable taxing authorities for
          which the other Party is responsible hereunder. With respect to any
          claim arising out of a form or return signed by a Party to this
          Agreement, such Party will have the right to elect to control the
          response to and settlement of the claim, but the other Party will have
          all rights to participate in the responses and settlements that are
          appropriate to its potential responsibilities or liabilities. Each
          Party also shall have the right to request the other Party to
          challenge the imposition of taxes for which it is financially
          responsible under this Agreement. If either Party requests the other
          to challenge the imposition of any tax, the requesting Party will
          reimburse the other for all fines, penalties, interest, additions to
          taxes (penalty in notice) or similar liabilities imposed in connection
          therewith, plus the reasonable legal fees and expenses it incurs. A
          Party shall be entitled to any tax refunds or rebates granted to the
          extent such refunds or rebates are of taxes that were paid by it.

     (g)  TAX FILINGS. Each Party represents, warrants and covenants that it
          will file appropriate tax returns, and pay applicable taxes owed
          arising from or related to

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          the provision of the Services in applicable jurisdictions. Amdocs
          represents, warrants and covenants that it is registered to and will
          collect and remit Service Taxes in all applicable jurisdictions.

     (h)  EXCLUSION OF VALUE-ADDED TAXES AND OTHER FOREIGN TAXES.
          Notwithstanding anything to the contrary in the foregoing or elsewhere
          in this Agreement, AT&T shall [**].

     (i)  For the avoidance of doubt, AT&T shall [**].

11.5 NEW SERVICES

     (a)  PROCEDURES. If AT&T requests that Amdocs perform any New Services,
          Amdocs shall promptly prepare a New Services proposal for AT&T's
          consideration. Unless otherwise agreed by the Parties, Amdocs shall
          prepare such New Services proposal [**] and shall deliver such
          proposal to AT&T within [**]days of its receipt of AT&T's request;
          provided, that Amdocs shall use all commercially reasonable efforts to
          respond more quickly in the case of a pressing business need or an
          emergency situation. AT&T shall provide such information as Amdocs
          reasonably requests in order to prepare such New Services proposal.
          Such New Services proposal shall include, among other things, (i) a
          detailed [**] for the New Service; (ii) a detailed [**]; (iii) a
          detailed [**] such New Service; (iv) a [**] the New Service; (v) a
          description of[**] the New Service; (vi) a description of [**] the New
          Service; and (vii) [**]. AT&T may [**] and Amdocs shall [**]. Unless
          the Parties otherwise agree, [**], Amdocs and AT&T shall [**]
          provisions of this Agreement. Upon AT&T's [**]. Notwithstanding any
          provision to the contrary, (1) Amdocs shall [**], (2) Amdocs shall
          [**], (3) such [**] set forth herein for [**], and in the absence of
          [**] under this Agreement [**], and (4) such [**] AT&T and Amdocs.

     (b)  ORDERS. In the event the Parties shall agree upon the provision by
          Amdocs of New Services pursuant to SECTION 11.5(A), such agreement
          shall be evidenced and embodied in an Order. Each Order shall include
          any applicable specifications for the New Services (including all
          Changes), all relevant subordinate documents, payment terms and other
          requirements of SECTION 11.5(A), together with the following: (i) a
          description of [**] such New Service, if applicable, (ii) a
          description of [**] the New Service, (iii) a description of [**] the
          New Service, (iv) a description of any specific liability or remedy
          associated with such New

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          Service, [**], and (v) [**] New Service. In the case of a conflict
          between the provisions of this Agreement and the express provisions of
          an Order, the provisions of the Order will prevail as to such
          conflict, provided that the Order shall be construed in a manner
          consistent with the terms of this Agreement to the fullest extent
          possible. An Order may be modified only in writing by the Parties, and
          shall be binding on the Parties only when executed, confirmed or
          acknowledged in writing by both Parties. Any modification to an Order
          shall take the form of a Change Order.

     (c)  [**]. AT&T may [**] If AT&T [**] under the provisions of this
          Agreement and (ii) Amdocs shall [**].

     (d)  SERVICES EVOLUTION AND MODIFICATION. The Parties anticipate that the
          Services, [**] will evolve and be supplemented, modified, enhanced or
          replaced over time in connection with AT&T's business needs to keep
          pace with technological advancements and improvements in the methods
          of delivering services. The Parties acknowledge and agree that these
          changes will modify the "Services" and will not be deemed to result in
          New Services unless the changed services then meet the definition of
          New Services (and which shall thereupon be subject to the provisions
          of this SECTION 11.5).

     (e)  END USER AND ELIGIBLE RECIPIENT REQUESTS. Amdocs will promptly inform
          the AT&T Contract Office of requests for New Services from End Users
          or Eligible Recipients, and shall submit any proposals for New
          Services to the AT&T Contract Office or its designee. Amdocs shall
          [**]. If Amdocs [**] such provision.

     (f)  EFFORTS TO REDUCE COSTS AND CHARGES. From time to time, AT&T may
          request that the Parties work together to identify ways to achieve
          reductions in the cost of service delivery and corresponding
          reductions in the Charges to be paid by AT&T [**]. AT&T shall not
          [**]; and Amdocs shall [**] to this Agreement.

     (g)  [**]. The [**] Amdocs. Amdocs shall [**], Amdocs shall [**].
          AT&T, [**].

11.6[**].

     (a)  DEFINITION. As used in this Agreement, [**] means a circumstance
          in which [**], and which [**]; provided, however, that the [**]
          include the following:

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          (i)  changes [**];

          (ii) changes [**];

          (iii) [**];

          (iv) changes [**];

          (v)  changes [**];

          (vi) changes [**];

          (vii) changes [**]; or

          (viii) changes [**]; or

     (b)  CONSEQUENCE. If an [**] occurs, the Parties shall [**] in accordance
          with the following:

          (i)  Amdocs and AT&T shall [**], Amdocs shall [**]; provided, that
               AT&T shall [**] if and to the extent Amdocs (i) [**], (ii) [**]
               and (iii) [**] AT&T.

          (ii) An [**] shall [**].

11.7 TECHNOLOGY.

     (a)  CURRENCY. Subject to SECTION 9.5, Amdocs shall, [**], provide the
          Services using current technologies that will enable AT&T to take
          advantage of technological advancements in its industry and support
          [**].

     (b)  [**]. In the event of a [**] AT&T may, [**]. If AT&T [**], the Parties
          shall [**].

     (c)  [**] to provide [**], subject to SECTION 11.5, [**] with the [**].

     (d)  [**]. Amdocs shall [**].

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11.8  PRORATION.

      Periodic charges under this Agreement are to be computed on a calendar
      month basis, and shall be prorated for any partial month on a calendar day
      basis.

11.9  REFUNDABLE ITEMS.

      (a)  PREPAID AMOUNTS. Where AT&T has prepaid for a service or function for
           which Amdocs is assuming financial responsibility under this
           Agreement, Amdocs shall refund to AT&T, upon either Party identifying
           the prepayment, that portion of such prepaid expense that is
           attributable to periods on and after the Commencement Date.

      (b)  REFUNDS AND CREDITS. If Amdocs should receive a refund, credit,
           discount or other rebate for goods or services paid for by AT&T on a
           [**], Retained Expense, cost-plus or cost-reimbursement basis, then
           Amdocs shall (i) notify AT&T of such refund, credit, discount or
           rebate and (ii) pay the full amount of such refund, credit, discount
           or rebate allocable to amounts paid by AT&T to AT&T.

11.10 [**].

      (a)  [**]. AT&T may, [**] the Services [**] In making this [**] the term
           of the agreement[**] includes the [**]; (iii) [**] includes the [**]
           this Agreement [**]; and (vii) [**].

      (b)  GENERAL. [**] confidentiality and security provisions specified in
           this Agreement [**] under this Agreement.

      (c)  The [**] the Effective Date. [**] during the Term [**]. The [**]
           shall be [**] the Parties.

      (d)  [**]. AT&T may [**]

      (e)  The Parties shall [**].

      (f)  AMDOCS [**] shall have [**].

      (g)  If the [**] then:

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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           (i)  within [**], the Parties shall [**]; Amdocs shall [**], Amdocs
                shall [**]. Amdocs will [**]. If the Amdocs [**].

           (ii) If Amdocs [**] AT&T will [**].

11.11 [**].

      Amdocs confirms that the [**] applicable to Services to be provided under
      this Agreement are, as of the Effective Date, [**]. The consideration of
      "[**].

11.12 INSPECTION OF WORK

      AT&T may have inspectors at Amdocs Facilities to inspect the performance
      and quality of the Services and to ensure Amdocs' compliance with plans
      and Specifications and with the terms and conditions of this Agreement.
      Any AT&T inspectors, employees or agents, however, shall have no authority
      to direct or advise Amdocs Personnel concerning the method or manner by
      which the Services are to be performed.

12.   INVOICING AND PAYMENT.

12.1  INVOICING.

      (a)  INVOICE. Within [**] days after the beginning of each month, Amdocs
           will present AT&T with one invoice for any charges or amounts due and
           owing for the preceding month, including Monthly Charges. Amdocs
           shall [**].

      (b)  FORMAT AND DATA. Each invoice shall be provided electronically and
           shall be in the form specified in EXHIBIT 1. Each invoice shall
           include all details necessary to meet AT&T's requirements, [**]
           requirements. [**].

      (c)  CREDITS. To the extent a credit may be due to AT&T pursuant to this
           Agreement, Amdocs shall provide AT&T with an appropriate credit
           against amounts then due and owing; if no further payments are due to
           Amdocs, Amdocs shall pay such amounts to AT&T within [**] days.

      (d)  TIME LIMITATION. [**], Amdocs shall [**].

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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12.2 PAYMENT DUE.

     Subject to the other provisions of this ARTICLE 12, each invoice provided
     for under SECTION 12.1 shall be due and payable within [**] days after
     receipt by AT&T of such invoice unless the amount in question is disputed
     in accordance with SECTION 12.4. Any undisputed amount due under this
     Agreement for which a time for payment is not otherwise specified also
     shall be due and payable within [**] days. Amdocs shall have the authority
     to charge interest on amounts not paid when due or properly disputed (in
     accordance with SECTION 12.4) until such amounts are paid at a rate equal
     to the lesser of (i) [**] percent ([**]%) per month or (ii) the maximum
     amount allowed by law.

12.3 [**].

     With respect to any [**] hereunder.

12.4 [**].

     [**] subject to the following:

     (a)  [**] in accordance with this Agreement, [**].

     (b)  [**] in accordance with this Agreement, [**].

     (c)  [**] Amdocs shall [**].

     (d)  [**] under this Agreement [**] of this Agreement.

     (e)  [**] may otherwise have [**].

13.  AT&T DATA AND OTHER PROPRIETARY INFORMATION.

13.1 AT&T OWNERSHIP OF AT&T DATA.

     AT&T Data are and shall remain the property of AT&T and/or the Eligible
     Recipients and no transfer of title in AT&T Data is implied or shall occur
     under this Agreement. Amdocs shall promptly deliver AT&T Data to AT&T in
     the format, on the media and in the timing prescribed by AT&T (i) at any
     time at AT&T's request, (ii) at the expiration or termination of this
     Agreement and the completion of all requested Termination Assistance
     Services or (iii) with respect to particular AT&T Data, at such earlier
     date that

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     such data are no longer required by Amdocs to perform the Services.
     Thereafter, Amdocs shall return or destroy, as directed by AT&T, all copies
     of the AT&T Data in Amdocs' possession or under Amdocs' control within [**]
     business days and deliver to AT&T written certification of such return or
     destruction signed by an officer of Amdocs. [**]. AT&T Data shall not be
     utilized by Amdocs for any purpose other than the performance of Services
     under this Agreement and the resolution of disputes (consistent with
     SECTION 13.4(B)(III)). Nor shall AT&T Data be sold, assigned, leased,
     commercially exploited or otherwise provided to or accessed by third
     parties, whether by or on behalf of Amdocs or Amdocs Personnel or
     otherwise. Amdocs shall promptly notify AT&T if Amdocs believes that any
     use of AT&T Data by Amdocs contemplated under this Agreement or to be
     undertaken as part of the Services is inconsistent with the foregoing.
     Amdocs shall not possess or assert any lien or other right against or to
     AT&T Data. Without affecting the other provisions of this Agreement,
     including their interpretation and application, the Parties specifically
     acknowledge in the context of this Section that it applies to AT&T Personal
     Data.

13.2 SAFEGUARDING AT&T DATA.

     (a)  SAFEGUARDING PROCEDURES. Amdocs shall establish and maintain
          environmental, safety and facility procedures, data security
          procedures and other safeguards against the destruction, loss,
          unauthorized access or alteration of AT&T Data in the possession of
          Amdocs which are [**] as of the Commencement Date [**] and applicable
          Laws. Amdocs will revise and maintain such procedures and safeguards
          upon AT&T's request. AT&T shall have the right to establish backup
          security for AT&T Data and to keep backup copies of the AT&T Data in
          AT&T possession at AT&T expense if AT&T so chooses. Amdocs shall
          remove all AT&T Data from any media taken out of service and shall
          destroy or securely erase such media in accordance with the Policy and
          Procedures Manual. No media on which AT&T Data is stored may be used
          or re-used to store data of any other customer of Amdocs or to deliver
          data to a third party, including another Amdocs customer, unless
          securely erased in accordance with the Policy and Procedures Manual.
          In the event Amdocs discovers or is notified of a breach or potential
          breach of security relating to AT&T Data, Amdocs will expeditiously
          under the circumstances notify AT&T and investigate and remediate the
          effects of such breach or potential breach of security and will
          provide AT&T with such assurances as AT&T shall request that such
          breach or potential breach will not recur.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     (b)  RECONSTRUCTION PROCEDURES. As part of the Services, Amdocs shall be
          responsible for developing and maintaining procedures for the
          reconstruction of lost AT&T Data which are [**] as of the Commencement
          Date [**].

     (c)  CORRECTIONS. Amdocs shall at all times adhere to the procedures and
          safeguards specified in SECTION 13.2(A) and 13.2(B), and shall
          correct, at no charge to AT&T, any destruction, loss or alteration of
          any AT&T Data attributable to the failure of Amdocs or Amdocs
          Personnel to comply with Amdocs' obligations under this Agreement.

13.3 CUSTOMER INFORMATION

     (a)  Except as provided herein, as between Amdocs and AT&T, title to all
          Customer Information shall be in AT&T. Except as otherwise provided
          herein, no license or rights to any Customer Information are granted
          to Amdocs hereunder.

     (b)  Amdocs acknowledges that Customer Information received may be subject
          to certain privacy laws and regulations and requirements, including
          requirements of AT&T. Amdocs shall consider Customer Information to be
          private, sensitive and confidential. Accordingly, with respect to
          Customer Information, Amdocs shall comply with all applicable privacy
          laws and regulations and requirements, including, but not limited to,
          the CPNI restrictions contained in Section 222, and, for AT&T's
          customers residing in California, the Constitution of California
          (Article I, Section 1), the California Public Utilities Code (Sections
          2891 - 2894), and General Order 107-B of the California Public
          Utilities Commission. Accordingly, Amdocs shall:

          (i)  comply with AT&T's privacy policies (which are available at
               http://att.sbc.com/gen/privacy-policy?pid=2506);

          (ii) [**];

          (iii) [**]; provided that Amdocs shall [**]; Amdocs shall [**];

          (iv) [**];

          (v)  [**];

          (vi) [**] of this Agreement;

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          (vii) [**];

          (viii) [**] under this Agreement;

          (ix) [**] hereunder;

          (x)  [**];

          (xi) [**]; and

          (xii) [**]. Amdocs shall [**];

13.4 CONFIDENTIALITY.

     (a)  PROPRIETARY INFORMATION. Amdocs and AT&T each acknowledge that the
          other possesses and will continue to possess information that has been
          developed or received by it, has commercial value in its or its
          customer's business and is not in the public domain. Except as
          otherwise specifically agreed in writing by the Parties, "PROPRIETARY
          INFORMATION" means (i) this Agreement and the terms thereof; (ii) all
          information marked confidential, restricted or proprietary by either
          Party; and (iii) any other information that is treated as confidential
          by the disclosing Party and would reasonably be understood to be
          confidential, whether or not so marked. In the case of AT&T and the
          Eligible Recipient, Proprietary Information also shall include
          Software provided to Amdocs by or through AT&T or the Eligible
          Recipients, Developed Materials, AT&T Data, attorney-client privileged
          materials, attorney work product, customer lists, customer information
          and pricing, strategic plans, account information, rate case
          strategies, research information, chemical formulae, trade secrets,
          financial/accounting information, human resources and personnel
          information, marketing/sales information, information regarding
          businesses, plans, operations, third-party contracts, external or
          external audits, rate cases, law suits or other information or data
          obtained, received, transmitted, processed, stored, archived or
          maintained by Amdocs under this Agreement. By way of example, AT&T
          Proprietary Information shall include [**]. In the case of Amdocs,
          Proprietary Information shall include [**].

     (b)  Obligations.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          (i)  During the term of this Agreement and at all times thereafter,
               Amdocs and AT&T shall not disclose, and shall maintain the
               confidentiality of, all Proprietary Information of the other
               Party. AT&T and Amdocs shall each use at least the same degree of
               care to safeguard and to prevent disclosing to third parties the
               Proprietary Information of the other as it employs to avoid
               unauthorized disclosure, publication, dissemination, destruction,
               loss or alteration of its own like information (or information of
               its customers) of a similar nature, but not less than reasonable
               care. At AT&T's request, Amdocs shall require all Amdocs
               Personnel having access to AT&T Proprietary Information to
               execute a written agreement provided or approved by AT&T
               incorporating the pertinent terms and conditions of ARTICLE 13.
               Amdocs Personnel shall not have access to AT&T Proprietary
               Information without proper authorization. Upon receiving such
               authorization, authorized Amdocs Personnel shall have access to
               AT&T Proprietary Information only to the extent necessary for
               such person to perform his or her obligations under or with
               respect to this Agreement or as otherwise naturally occurs in
               such person's scope of responsibility, provided that such access
               is not in violation of Law.

          (ii) The Parties may disclose Proprietary Information to their
               Affiliates, auditors, attorneys, accountants, consultants,
               contractors and subcontractors, where (A) use by such person or
               Entity is authorized under this Agreement, (B) such disclosure is
               necessary for the performance of such person's or Entity's
               obligations under or with respect to this Agreement or otherwise
               naturally occurs in such person's or Entity's scope of
               responsibility, (C) the person or Entity (and its applicable
               officers and employees) agree in writing to assume the
               obligations described in this SECTION 13.4 and (D) the disclosing
               Party assumes full responsibility for the acts or omissions of
               such person or Entity and takes all reasonable measures to ensure
               that the Proprietary Information is not disclosed or used in
               contravention of this Agreement. Any disclosure to such person or
               Entity shall be under the terms and conditions as provided
               herein. Each Party's Proprietary Information shall remain the
               property of such Party. Notwithstanding the foregoing,
               consultants, contractors and subcontractors and subcontractors of
               each Party shall enter into a non-disclosure agreement in the
               forms attached to this Agreement as EXHIBITS 5 and 6 (each, as
               applicable) with the other Party prior to receiving Proprietary

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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               Information of the first Party.

          (iii) Neither Party shall (i) make any use or copies of the
               Proprietary Information of the other Party except as contemplated
               by this Agreement, (ii) acquire any right in or assert any lien
               against the Proprietary Information of the other Party, (iii)
               sell, assign, transfer, lease or otherwise dispose of Proprietary
               Information to third parties or commercially exploit such
               information, including through derivative works or (iv) refuse
               for any reason (including a default or material breach of this
               Agreement by the other Party) to promptly provide the other
               Party's Proprietary Information (including copies thereof) to the
               other Party if requested to do so. Upon expiration or any
               termination of this Agreement and completion of each Party's
               obligations under this Agreement, and with the exception of the
               Proprietary Information of Amdocs that has been incorporated into
               Developed Materials or to which AT&T otherwise has a continuing
               right under this Agreement, each Party shall return or use its
               commercially reasonable best efforts to destroy all tangible and
               erase or otherwise render unusable all intangible (including on
               electronic media) remainders and copies of, as the other Party
               may direct, all documentation in any medium that contains, refers
               to, or relates to the other Party's Proprietary Information
               within [**] business days. Each Party shall deliver to the other
               Party written certification of its compliance with the preceding
               sentence signed by an officer of such Party. In addition, each
               Party shall take all necessary steps to ensure that its employees
               comply with these confidentiality provisions.

     (c)  EXCLUSIONS. SECTION 13.4(B) shall not apply to any particular
          information which the receiving Party can demonstrate (i) is, at the
          time of disclosure to it, in the public domain other than through a
          breach of the Receiving Party's or a third party's confidentiality
          obligations; (ii) after disclosure to it, is published by the
          disclosing Party or otherwise becomes part of the public domain other
          than through a breach of the Receiving Party's or a third party's
          confidentiality obligations; (iii) is lawfully in the possession of
          the receiving Party at the time of disclosure to it; (iv) is received
          from a third party having a lawful right to disclose such information;
          or (v) is independently developed by the receiving Party without
          reference to Proprietary Information of the furnishing Party. In
          addition, the receiving Party shall not be considered to have breached
          its obligations under

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          this SECTION 13.4 for disclosing Proprietary Information of the other
          Party as required, in the opinion of legal counsel, to satisfy any
          legal requirement of a competent government body, provided that,
          promptly upon receiving any such request, such Party advises the other
          Party of the Proprietary Information to be disclosed and the identity
          of the third party requiring such disclosure prior to making such
          disclosure in order that the other Party may interpose an objection to
          such disclosure, take action to assure confidential handling of the
          Proprietary Information or take such other action as it deems
          appropriate to protect the Proprietary Information. The receiving
          Party shall use commercially reasonable efforts to cooperate with the
          disclosing Party in its efforts to seek a protective order or other
          appropriate remedy or in the event such protective order or other
          remedy is not obtained, to obtain assurance that confidential
          treatment will be accorded such Proprietary Information.

     (d)  LOSS OF PROPRIETARY INFORMATION. Each Party shall: (i) immediately
          notify the other Party of any possession, use, knowledge, disclosure
          or loss of such other Party's Proprietary Information in contravention
          of this Agreement; (ii) promptly furnish to the other Party all known
          details and assist such other Party in investigating and/or preventing
          the reoccurrence of such possession, use, knowledge, disclosure or
          loss; (iii) cooperate with the other Party in any investigation or
          litigation deemed necessary by such other Party to protect its rights;
          and (iv) promptly use all commercially reasonable efforts to prevent
          further possession, use, knowledge, disclosure or loss of Proprietary
          Information in contravention of this Agreement. Each Party shall bear
          any costs it incurs in complying with this SECTION 13.4(D).

     (e)  NO IMPLIED RIGHTS. Nothing contained in this SECTION 13.4 shall be
          construed as obligating a Party to disclose its Proprietary
          Information to the other Party, or as granting to or conferring on a
          Party, expressly or impliedly, any rights or license to any
          Proprietary Information of the other Party.

     (f)  SURVIVAL. The Parties' obligations of non-disclosure and
          confidentiality shall survive the expiration or termination of this
          Agreement for a period of ten (10) years.

13.5 CONFIDENTIALITY AND INVENTION AGREEMENT AND NON-DISCLOSURE AGREEMENT.

     (a)  Prior to any Amdocs Personnel accessing the AT&T Network or any of the

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          Application Software, said Amdocs Personnel shall execute a copy of
          the Confidentiality and Invention ("C&IA") Agreement EXHIBIT 7A.

     (b)  For existing Amdocs Personnel accessing the AT&T Network or any of the
          Application Software, Amdocs will require any such employee(s),
          worker(s) or agent(s) to execute the C&IA and submit the originals to
          AT&T's Offshore Management Office ("OMO") as soon as possible.

     (c)  For any such Amdocs Personnel subsequently assigned to perform
          Services, prior to said Amdocs Personnel having access to an AT&T
          Network or any of the Application Software, Amdocs shall ensure AT&T
          receives an executed C&IA from each such Amdocs Personnel. In the
          event Amdocs can not send the original C&IA to AT&T's OMO for receipt
          prior to such access, Amdocs will require such Amdocs Personnel
          execute the C&IA and Amdocs will fax a copy of the C&IA to AT&T's OMO
          prior to such access and Amdocs will immediately send the original to
          AT&T's OMO.

     (d)  The address for AT&T's OMO is:

[**]
AT&T Offshore Management Office
1010 Pine St., 14-W-23
St. Louis, Missouri 63101
Telephone Number: 314-331-[**]
Fax number: 314-235-[**]

13.6 FILE ACCESS.

     AT&T will have unrestricted access to, and the right to review and retain
     the entirety of, all computer or other files containing AT&T Data, as well
     as all systems and network logs. At no time will any of such files or other
     materials or information be stored or held in a form or manner not
     immediately accessible to AT&T. Amdocs shall provide to the AT&T Contract
     Office all passwords, codes, comments, keys, documentation and the
     locations of any such files promptly upon the request of AT&T, including
     Equipment and Software keys and such information as to format, encryption
     (if any) and any other specifications or information necessary for AT&T to
     retrieve, read, revise and/or

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     maintain such files. [**] AT&T may request access [**] as contemplated by
     this Agreement.

14.  OWNERSHIP OF MATERIALS.

14.1 AT&T-OWNED MATERIALS.

     AT&T shall be the sole and exclusive owner of all AT&T-Owned Materials,
     including AT&T-Owned Software, and all enhancements and derivative works of
     such Materials, including United States and foreign intellectual property
     rights in such Materials ("AT&T-OWNED MATERIALS").

14.2 DEVELOPED MATERIALS.

     (a)  OWNERSHIP [**]. Unless the Parties agree otherwise in writing, [**]
          under this Agreement [**]. If any such Developed Materials may [**]
          such Developed Materials, [**]. Amdocs acknowledges [**] such
          Developed Materials [**]. Amdocs agrees [**]. AT&T grants to Amdocs a
          non-exclusive, non-transferable, worldwide, limited right and license
          to access, use, load, execute, store, transmit, copy, reproduce,
          display, perform, modify and distribute the Developed Materials for
          the sole purpose of providing the Services during the term of this
          Agreement pursuant to this Agreement; provided, that this license does
          not give Amdocs the right, and Amdocs is not authorized, to sublicense
          such Materials or use them for the benefit of other customers or for
          any other purpose without AT&T's prior written consent. AT&T may, in
          its sole discretion and upon such terms and at such prices as AT&T and
          Amdocs may agree, grant Amdocs a license to use the Developed
          Materials for other purposes and to sublicense such Developed
          Materials. Nothing herein shall be construed as [**], provided that
          [**] the Developed Materials [**].

     (b)  [**]. Amdocs shall, [**] Developed Materials. [**] such Materials [**]
          for such Materials [**] of such Materials [**] Developed Materials.

     (c)  [**] OWNED DEVELOPED MATERIALS. [**] Owned Software created by [**] in
          the course of providing Services under this Agreement [**]; provided,
          however, that any [**] and, unless otherwise agreed, shall be [**].
          For the purposes of this SECTION 14.2(C), [**]. Amdocs hereby grants
          to AT&T a worldwide, perpetual, irrevocable, non-exclusive, fully
          paid-up license, to access, use, load, execute,

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          store, transmit, copy, reproduce, display, perform, modify and enhance
          such Amdocs-owned Developed Materials for the use by or for the
          benefit of AT&T and the Eligible Recipients. For the avoidance of
          doubt, in the event that [**], Amdocs shall [**] in accordance with
          this Agreement [**].

14.3 AMDOCS-OWNED MATERIALS.

     (a)  GENERAL. Amdocs shall be the sole and exclusive owner of the (i)
          Materials it lawfully owned prior to the Commencement Date, (ii)
          Materials acquired by Amdocs on or after the Commencement Date
          (including any such Materials purchased from AT&T pursuant to this
          Agreement), (iii) derivative works of, and enhancements, changes or
          modifications to, Amdocs-Owned Software created by Amdocs in
          accordance with SECTION 14.2(C) and (iv) Materials developed by Amdocs
          other than in the course of the performance of its obligations under
          this Agreement or in connection with the use of any AT&T Data or
          AT&T-Owned Software ("AMDOCS-OWNED MATERIALS"), including United
          States and foreign intellectual property rights in such Amdocs-Owned
          Materials.

     (b)  EMBEDDED MATERIALS. To the extent that Amdocs desires to embed any
          Amdocs-Owned Materials into any Software or Developed Materials,
          except as the parties may otherwise provide in a written amendment,
          Amdocs will clearly identify such proposal and obtain AT&T's
          permission before such embedding. To the extent that Amdocs-Owned
          Materials are embedded in any Developed Materials covered by SECTION
          14.2(A), Amdocs shall not be deemed to have assigned its intellectual
          property rights in such Amdocs-Owned Materials to AT&T, but, except as
          the parties may otherwise provide in a written amendment, Amdocs
          hereby grants to AT&T a worldwide, perpetual, irrevocable,
          non-exclusive, fully paid-up license, with the free right to grant
          sublicenses, to access, use, load, execute, store, transmit, copy,
          reproduce, display, perform, modify and enhance such Amdocs-Owned
          Materials for the benefit and use of AT&T, the Eligible Recipients,
          and its and their assignees' and sublicensees' solely in connection
          with the use of the Developed Materials. For the avoidance of doubt,
          in the event that AT&T [**], Amdocs shall [**]. In the event Amdocs
          [**].

     (c)  [**], Amdocs shall deposit in escrow the [**] and, to the extent
          available to Amdocs, [**].

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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14.4 OTHER MATERIALS.

     This Agreement shall not confer upon either Party intellectual property
     rights in Materials of the other Party (to the extent not covered by this
     ARTICLE 14) unless otherwise so provided elsewhere in this Agreement.

14.5 PLACEMENT OF ACCURATE LEGENDS.

     (a)  Amdocs shall place the following legend on all Materials provided to
          AT&T in connection with this Agreement:

     THIS IS THE CONFIDENTIAL, UNPUBLISHED PROPERTY OF AT&T 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 AT&T SERVICES, INC., AND USE MUST CONFORM STRICTLY TO THE
     LICENSE AGREEMENT BETWEEN USER AND AT&T KNOWLEDGE VENTURES, L.P. Copyright
     (C) 20__, AT&T Knowledge Ventures, L.P. All rights reserved.

     (b)  In no event shall Amdocs place any Amdocs copyright on any Materials
          (including Developed Materials) as to which intellectual property is
          owned by AT&T.

     (c)  In the event that Materials provided to AT&T in connection with this
          Agreement further contain any Amdocs-Owned Materials, Amdocs may
          further include the following legend:

     THIS CONTAINS AMDOCS-OWNED MATERIALS, THE DISCLOSURE AND USE OF WHICH MUST
     CONFORM STRICTLY TO THE LICENSES GRANTED TO AT&T PURSUANT TO THE
     INFORMATION TECHNOLOGY SERVICES AGREEMENT BETWEEN AT&T SERVICES, INC. AND
     AMDOCS, INC. DATED AS OF ____________, 2007.

14.6 GENERAL RIGHTS.

     (a)  COPYRIGHT LEGENDS. Each Party agrees to reproduce accurate copyright
          legends which appear on any portion of the Materials which may be
          owned by the other Party or third parties.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     (b)  [**]. Nothing in this Agreement (including ARTICLE 13) [**] under this
          Agreement, [**] provided, however, that this SECTION 14.6(B) shall
          [**] under this Agreement [**].

     (c)  NO IMPLIED LICENSES. Except as expressly specified in this Agreement,
          nothing in this Agreement shall be deemed to grant to one Party, by
          implication, estoppel or otherwise, license rights, ownership rights
          or any other intellectual property rights in any Materials owned by
          the other Party or any Affiliate of the other Party (or, in the case
          of Amdocs, any Eligible Recipient).

     (d)  INCORPORATED MATERIALS. Should either Party incorporate into Developed
          Materials any intellectual property subject to third party patent,
          copyright or license rights, any ownership or license rights granted
          herein with respect to such Materials shall be limited by and subject
          to any such patents, copyrights or license rights; provided that,
          prior to incorporating any such intellectual property in any
          Materials, the Party incorporating such intellectual property in the
          Materials has disclosed this fact and obtained the prior written
          approval of the other Party.

14.7 AT&T RIGHTS UPON EXPIRATION OR TERMINATION OF AGREEMENT.

     As part of the Termination Assistance Services, Amdocs shall provide the
     following to AT&T and the Eligible Recipients with respect to Materials and
     Software:

     (a)  AT&T-OWNED MATERIALS AND DEVELOPED MATERIALS. With respect to
          AT&T-Owned Materials and Developed Materials, Amdocs shall, [**]:

          (i)  deliver to AT&T all AT&T-Owned Materials and Developed Materials
               and all copies thereof in the format and medium in use by Amdocs
               in connection with the Services as of the date of such expiration
               or termination; and

          (ii) following confirmation by AT&T that the copies of the AT&T-Owned
               Materials and Developed Materials delivered by Amdocs are
               acceptable and the completion by Amdocs of any Termination
               Assistance Services for which such Materials are required,
               destroy or securely erase all other copies of such Materials then
               in Amdocs' possession and cease using such Materials for any
               purpose.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     (b)  AMDOCS-OWNED MATERIALS. With respect to those Materials owned by
          Amdocs or Amdocs Affiliates or Subcontractors and used by them to
          provide the Services, Amdocs, unless otherwise agreed in advance in
          writing by AT&T in accordance with SECTIONS 6.4(D), 14.2 and 14.3,
          [**] (For the avoidance of doubt, in the event that AT&T [**] as
          described under this Section, [**]:

          (i)  hereby grants, to AT&T a worldwide, perpetual, non-exclusive,
               non-transferable, irrevocable, fully paid-up license to access,
               use, load, execute, store, transmit, copy, reproduce, display,
               perform, distribute, modify, enhance (with the free right to
               grant sublicenses) and create derivative works and to permit a
               third party to access, use, load, execute, store, transmit, copy,
               reproduce, display, enhance, modify and perform, such
               Amdocs-Owned Materials for the benefit or use of AT&T, the
               Eligible Recipients and its and their assignees and sublicensees
               upon the expiration or termination of this Agreement as needed to
               continue to perform the Services being performed as of the
               termination of this Agreement (including completion of
               Termination Assistance Services);

          (ii) shall [**]; and

          (iii) shall [**] of this Agreement, [**].

[**] AT&T shall [**] in this SECTION 14.7(B). Amdocs shall [**].

     (c)  THIRD-PARTY SOFTWARE AND MATERIALS. With respect to Third-Party
          Software and Materials licensed by Amdocs or Amdocs' Affiliates or
          Subcontractors and used by them to provide the Services, and subject
          to any exceptions consented to by AT&T in writing pursuant to SECTION
          6.4(D), as part of the provision of Termination Assistance Services,
          Amdocs shall grant to AT&T (or, at AT&T's election, to AT&T's
          designee) a sublicense (with the free right to grant sublicenses)
          offering the same rights and warranties with respect to such
          Third-Party Software and Materials available to Amdocs (or Amdocs'
          Affiliates or Subcontractors), on the same terms and conditions, for
          the benefit and use of AT&T and the Eligible Recipients upon the
          expiration or termination of this Agreement with respect to the
          Services for which such Third-Party Software or Materials were used;
          provided that, during the Termination Assistance Services period,
          Amdocs may, with AT&T's approval, substitute one of the following for
          such sublicense:

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          (i)  the assignment to AT&T (or, at AT&T's election, to AT&T's
               designee) of the underlying license for such Third-Party Software
               or Materials; or

          (ii) the procurement for AT&T (or, at AT&T's election, its designee)
               of a new license (with terms at least as favorable as those in
               the license held by Amdocs or its Affiliates or Subcontractors
               and with the free right to grant sublicenses) to such Third-Party
               Software and Materials for the benefit or use of AT&T, the
               Eligible Recipients and its and their assignees and sublicensees.

Each Third-Party Contract between third parties and Amdocs with respect to the
Third-Party Software and materials referred to herein shall contain provisions
allowing such sublicense to AT&T. Amdocs shall use commercially reasonable
efforts to ensure that AT&T is entitled for at least [**] years after the
termination or expiration of this Agreement to upgrades, maintenance, support
and other services for such Third-Party Software and/or Materials from the
applicable licensors on terms and conditions no less favorable than those
otherwise applicable to Amdocs and at least sufficient for the continuation of
the activities comprising the Services.

In addition, Amdocs shall deliver to AT&T a copy of such Third-Party Software
and Materials [**], to the extent it has been available to Amdocs) and related
documentation and shall cause maintenance, support and other services to
continue to be available to AT&T (to the extent it has been available to
Amdocs). With respect to such Third-Party Software and Materials, AT&T shall be
subject to the confidentiality obligations, if any, provided to AT&T and
consented to by AT&T pursuant to SECTION 6.4(C). Unless AT&T has otherwise
agreed in advance in accordance with SECTION 6.4(C), AT&T shall [**]. Amdocs
shall [**].

If AT&T [**] in accordance with SECTION 21.8 with respect to any such
Third-Party Software or Materials that are required to provide the Services in
light of changed requirements of AT&T or applicable Laws, and Amdocs [**], then
Amdocs shall [**].

[**], Amdocs shall, at AT&T's request, identify the licensing and sublicensing
options available to AT&T and the license or transfer fees associated with each.
Amdocs shall use commercially reasonable efforts to obtain the most favorable
options and the lowest possible transfer, license, relicense, assignment or
termination fees for Third-Party Software and Materials. Amdocs shall [**]. If
the licensor offers more than one form of license, AT&T (not Amdocs) shall
select the form of license to be received by AT&T or its designee.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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In all events, AT&T shall be obligated to make monthly or annual payments
attributable to periods after the expiration or termination of this Agreement
with respect to the Services for which such Third-Party Software or Materials
were used for the right to receive maintenance or support related thereto, but
only to the extent [**]. If Amdocs did not obtain AT&T's prior authorization to
use Third-Party Software or Materials to provide the Services in the same manner
described in SECTION 6.4(C), Amdocs [**] of this Agreement. If AT&T [**] in
accordance with SECTION 21.8 of this Agreement with respect to any such Third
Party Software or Materials that is required to provide the Services and
Supplier is unable to identify any commercially available alternatives, then
Supplier shall [**].

     (d)  SUBSTITUTE MATERIALS. If and to the extent AT&T has agreed in advance
          in accordance with SECTION 6.4(C) to accept substitute software or
          materials, Amdocs may, in lieu of Third-Party Software and Materials
          to which AT&T is otherwise entitled, deliver the specified licenses
          and other rights to equivalent software and materials which are
          sufficient to perform, [**] support or resources and at the levels of
          efficiency required by this Agreement, the functions of such
          Third-Party Software and Materials after the expiration or termination
          of this Agreement.

15.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

15.1 WORK STANDARDS.

     Amdocs represents and warrants that the Services shall be rendered with
     promptness and diligence and shall be executed in a professional and
     workmanlike manner, in accordance [**] the Service Levels. Amdocs
     represents and warrants that it shall use adequate numbers of qualified
     individuals with suitable training, education, experience, competence and
     skill to perform the Services. Amdocs shall provide such individuals with
     training as to new products and services prior to the implementation of
     such products and services in the AT&T environment.

15.2 MAINTENANCE, EFFICIENCY AND COST EFFECTIVENESS.

     (a)  AMDOCS RESPONSIBILITY. Amdocs represents and warrants that, unless
          otherwise agreed, it shall maintain the Software so that it operates
          substantially in accordance with the Service Levels and its
          specifications, including performing Software maintenance in
          accordance with the applicable Software documentation, recommendations
          and requirements.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     (b)  OUT-OF-SUPPORT THIRD-PARTY SOFTWARE. For Third-Party Software no
          longer supported by the licensor or manufacturer for which Amdocs has
          operational responsibility under SCHEDULES D and D.1, Amdocs shall use
          all commercially reasonable efforts to perform maintenance for such
          Software as required.

     (c)  REFRESH. To the extent Amdocs has financial responsibility under
          SCHEDULES D and D.1 for Software, Amdocs shall Upgrade or replace such
          Software as necessary to satisfy its obligations under this Agreement,
          [**].

     (d)  EFFICIENCY AND COST EFFECTIVENESS. Amdocs shall use commercially
          reasonable efforts to provide the Services in a cost-effective and
          efficient manner consistent with the required level of quality and
          performance. Without limiting the generality of the foregoing, such
          actions shall include:

          (i)  TIMING OF ACTIONS. Making adjustments in the timing of actions
               [**].

          (ii) TIMING OF FUNCTIONS. [**] the performance of non-critical
               functions [**].

          (iii) SYSTEMS OPTIMIZATION. Tuning or optimizing the Systems
               (including memory), Applications Software, [**].

          (iv) USAGE SCHEDULING. Controlling its use of the System and/or the
               AT&T data network by scheduling usage, where possible, to low
               utilization periods.

          (v)  ALTERNATIVE TECHNOLOGIES. Subject to SECTION 9.5, using
               alternative technologies to perform the Services.

          (vi) EFFICIENCY. Efficiently using resources for which AT&T is charged
               hereunder, consistent with industry norms, and compiling data
               concerning such efficient use in segregated and auditable form
               whenever possible.

15.3 SOFTWARE.

     (a)  OWNERSHIP AND USE. Amdocs represents, warrants and covenants that it
          is either the owner of, or authorized to use, any and all Software
          provided and used by Amdocs in providing the Services. As to any such
          Software that Amdocs does not own but is authorized to use, Amdocs
          shall advise AT&T as to the ownership and extent of Amdocs' rights
          with regard to such Software to the extent any

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          limitation in such rights would materially impair Amdocs' performance
          of its obligations under this Agreement.

     (b)  PERFORMANCE. Amdocs represents, warrants and covenants that any
          Amdocs-Owned Software will [**] described therein. Amdocs represents,
          warrants and covenants that Amdocs shall [**] of this Agreement.

     (c)  DEVELOPED MATERIALS COMPLIANCE. Amdocs warrants and covenants that
          Developed Materials shall [**]. Amdocs shall [**]. To the extent that
          [**], Amdocs shall [**].

     (d)  NONCONFORMITY. In addition to the foregoing, in the event that the
          Amdocs Owned Software or Developed Materials do not Comply with the
          Specifications and criteria set forth in this Agreement, and/or
          materially and adversely affect the Services provided hereunder,
          Amdocs shall expeditiously repair or replace such Software or Material
          with conforming Software or Material. With respect to Developed
          Materials, in the event that Amdocs [**], AT&T shall, [**].

     (e)  OUT-OF-SUPPORT THIRD-PARTY SOFTWARE. To the extent Third-Party
          Software for which Amdocs is operationally responsible under SCHEDULES
          D and D.1 is no longer supported by the applicable licensor or
          manufacturer, [**].

15.4 NON-INFRINGEMENT.

     (a)  PERFORMANCE OF RESPONSIBILITIES. Except as otherwise provided in this
          Agreement, each Party represents and warrants that it shall perform
          its responsibilities under this Agreement in a manner that does not
          infringe, or constitute an infringement or misappropriation of, any
          patent, copyright, trademark, trade secret or other proprietary or
          privacy rights of any third party; provided, however, that the
          performing Party shall not have any obligation or liability to the
          extent any infringement or misappropriation is caused by (i)
          modifications made by the other Party or its contractors or
          subcontractors, without the knowledge or approval of the performing
          Party, (ii) the other Party's combination of the performing Party's
          work product or Materials with items not furnished, specified or
          reasonably anticipated by the performing Party or contemplated by this
          Agreement, (iii) a breach of this Agreement by the other Party, (iv)
          the failure of the other Party to use corrections or modifications
          provided by the performing Party offering equivalent features and
          functionality or

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          (v) [**] the performing Party to [**]. Each Party further represents
          and warrants that it will not use or create materials in connection
          with the Services which are or are alleged to be libelous, defamatory
          or obscene.

     (b)  THIRD-PARTY SOFTWARE INDEMNIFICATION. In addition, unless otherwise
          agreed, with respect to Third-Party Software provided by Amdocs
          pursuant to this Agreement, Amdocs covenants that it shall obtain and
          provide intellectual property indemnification for AT&T (or obtain
          intellectual property indemnification for itself and enforce such
          indemnification on behalf of AT&T) from the Third-Party Software
          vendor of such Software. [**] under this Agreement, [**].

     (c)  ACTIONS IN CASE OF INFRINGEMENT. In the event that (1) any Materials,
          Developed Materials, Equipment or Software provided by Amdocs or its
          Affiliates or Subcontractors pursuant to this Agreement or used by
          them in the performance of the Services are found or, in AT&T's
          reasonable opinion and as reasonably demonstrated by AT&T are likely
          to be found, to infringe upon the patent, copyright, trademark, trade
          secrets, intellectual property or proprietary rights of any third
          party [**] under this Agreement or (2) the continued use of such
          Materials, Developed Materials, Equipment or Software is enjoined,
          Amdocs shall, in addition to defending, indemnifying and holding
          harmless AT&T as provided in SECTION 17.1(E) and to the other rights
          AT&T may have under this Agreement, promptly and at its own cost and
          expense and in such a manner as to minimize the disturbance to AT&T's
          and the Eligible Recipients' business activities, do one of the
          following:

          (i)  [**] such Materials, Developed Materials, Equipment or Software.

          (ii) [**] as contemplated by this Agreement).

          (iii) [**] such item(s) [**].

15.5 AUTHORIZATION.

Each Party represents and warrants to the other that:

     (a)  CORPORATE EXISTENCE. It is a corporation duly incorporated, validly
          existing and in good standing under the laws of its State of
          incorporation;

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     (b)  CORPORATE POWER AND AUTHORITY. It has the requisite corporate power
          and authority to execute, deliver and perform its obligations under
          this Agreement;

     (c)  LEGAL AUTHORITY. It has obtained all licenses, authorizations,
          approvals, consents or permits required to perform its obligations
          under this Agreement under all applicable Laws and under all
          applicable rules and regulations of all authorities having
          jurisdiction over the Services, except to the extent the failure to
          obtain any such license, authorizations, approvals, consents or
          permits is, in the aggregate, immaterial;

     (d)  DUE AUTHORIZATION. The execution, delivery and performance of this
          Agreement and the consummation of the transactions contemplated by
          this Agreement have been duly authorized by the requisite corporate
          action on the part of such Party; and

     (e)  NO VIOLATION OR CONFLICT. The execution, delivery, and performance of
          this Agreement shall not constitute a violation of any judgment, order
          or decree; a material default under any material contract by which it
          or any of its material assets are bound; or an event that would, with
          notice or lapse of time, or both, constitute such a default.

15.6 INDUCEMENTS.

     Amdocs represents and warrants that it has not given and will not give
     commissions, payments, kickbacks, lavish or extensive entertainment, or
     other inducements of more than minimal value to any employee or agent of
     AT&T in connection with this contract. Amdocs also represents and warrants
     that, to the best of its knowledge, no officer, director, employee, agent
     or representative of Amdocs has given any such payments, gifts,
     entertainment or other thing of value to any employee or agent of AT&T.
     Amdocs also acknowledges that the giving of any such payments, gifts,
     entertainment or other thing of value is strictly in violation of AT&T
     policy on conflicts of interest, [**].

15.7 MALICIOUS CODE.

     Each Party shall cooperate with the other Party and shall take commercially
     reasonable actions and precautions (including the use of antivirus
     software) consistent with SCHEDULE D to prevent the introduction and
     proliferation of Malicious Code into AT&T's environment or any System used
     by Amdocs to provide the Services. [**] under this

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     Agreement, [**] the Malicious Code [**].

15.8 DISABLING CODE.

     Amdocs represents and warrants that, without the prior written consent of
     AT&T, Amdocs shall not insert into the Software any Disabling Code. Amdocs
     further represents and warrants that, with respect to any Disabling Code
     that may be part of the Software, Amdocs shall not invoke or cause to be
     invoked such Disabling Code at any time, including upon expiration or
     termination of this Agreement for any reason, without AT&T's prior written
     consent. Amdocs also represents and warrants that it shall not use
     Third-Party Software with Disabling Code without the prior approval of
     AT&T.

15.9 COMPLIANCE WITH LAWS.

     (a)  COMPLIANCE BY AMDOCS. Amdocs represents and warrants that, with
          respect to the provision of the Services and the performance of its
          other legal and contractual obligations hereunder, it is and shall be
          in compliance with all applicable Laws on the Effective Date and shall
          remain in compliance with such Laws for the entire term of this
          Agreement, including identifying and procuring applicable permits,
          certificates, approvals and inspections required under such Laws. If a
          charge of non-compliance by Amdocs with any such Laws occurs, Amdocs
          shall (to the extent permitted by Law) promptly notify AT&T of such
          charge. Notwithstanding anything to the contrary contained herein,
          Amdocs shall at all times during the term of this Agreement provide
          the Services solely from geographic regions from which Amdocs is
          permitted under United States Law to provide the Services and from
          which AT&T is permitted under United States Law to receive the
          Services.

     (b)  COMPLIANCE WITH FCC DOCKET NO. 96-115. Notwithstanding and without
          limiting any other provisions of this Agreement, Amdocs represents and
          warrants that, with respect to the provision of the Services and the
          performance of its other legal and contractual obligations hereunder,
          it shall be in compliance with any Laws based on 47 U.S.C. Section 222
          (including the rules and orders issued from Federal Communications
          Commission's CC Docket No. 96-115) and any Laws addressing similar
          subject matters, and shall remain in compliance with such Laws for the
          entire term of this Agreement, including identifying and procuring
          applicable permits, certificates, approvals and inspections required
          under such Laws.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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     (c)  COMPLIANCE DATA AND REPORTS. Amdocs shall provide AT&T with data and
          reports in Amdocs' possession necessary for AT&T to comply with all
          Laws applicable to the Services.

     (d)  SOFTWARE, EQUIPMENT, SYSTEMS AND MATERIALS COMPLIANCE. Amdocs
          covenants that the Software, Equipment, Systems and Materials owned,
          provided or used by Amdocs in providing the Services are in compliance
          with all applicable Laws on the Effective Date and shall remain in
          compliance with such Laws for the entire term of this Agreement.

     (e)  NOTICE OF LAWS. Amdocs shall notify AT&T of any Laws and changes in
          Laws applicable to the provision of the Services (and not specific to
          the provision of telecommunication services) and shall identify the
          impact of such Laws and changes in Laws on Amdocs' performance. Amdocs
          also shall [**] and shall [**], Amdocs shall [**]. With respect to
          those Laws applicable to AT&T [**], AT&T shall [**] and AT&T shall
          [**]. At AT&T's request, Amdocs Personnel shall participate in AT&T
          provided regulatory compliance training programs.

     (f)  AT&T NOTICE OF LAWS. AT&T shall notify Amdocs of any changes of Laws
          specific to [**] as AT&T becomes aware of such changes of Laws and to
          the extent such notification was provided internally before the
          Commencement Date to the Transitioned Personnel or AT&T business units
          responsible for performing the services replaced by the Service in
          accordance with applicable related law.

     (g)  CHANGES IN LAWS. Amdocs shall, [**] comply with all Laws and changes
          in Laws (including Laws specifically applicable to AT&T or the
          Eligible Recipients as providers of telecommunication services to the
          extent Amdocs receives notice of such Laws from AT&T or as otherwise
          provided in this SECTION 15.9) and shall implement upon AT&T approval
          any necessary modifications to the Services prior to the deadline
          imposed by the regulatory or governmental body having jurisdiction for
          such requirement or change. For avoidance of doubt, [**], as
          applicable.

     (h)  COMPLIANCE WITH ELECTRONIC AND DATA PRIVACY LAWS. Without limiting any
          other provisions of this Agreement, with respect to any AT&T Personal
          Data, Amdocs shall comply with all Laws under applicable Privacy Laws
          (as well as Laws with respect to any Customer Information). Amdocs
          shall also provide AT&T with such assistance as AT&T may reasonably
          require to fulfill its

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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          responsibilities under the respective applicable Privacy Laws.

     (i)  Compliance with Export Control Laws.

          (i)  The Parties expressly acknowledge their obligation to comply with
               all applicable Laws regarding export from the United States, the
               European Union, the United Nations and other jurisdictions of
               computer hardware, software, technical data or derivatives
               thereof, as such Laws may be modified from time to time. Amdocs
               shall be responsible for, and shall coordinate and oversee,
               compliance with such export Laws in respect of such items
               exported or imported by Amdocs hereunder. In their respective
               performance of the activities contemplated under this Agreement,
               neither party will directly or indirectly export (or re-export)
               any applications, computer hardware, software, technical data or
               derivatives of such hardware, software technical assistance or
               technical data, or permit the shipment of same:

          (ii) into any country to which the United States has embargoed goods
               or discuss, or review such Materials with any citizen of the
               embargoed countries or entities (i.e., Cuba, Iran, Iraq, Libya,
               North Korea, and Syria). For all purposes, an embargoed country
               is considered both the geographic area containing the land mass
               and the citizens of that country, whether they are within the
               borders of the country or not. Additionally, Amdocs understands
               and agrees that it will not allow access to any and all AT&T
               applications to any person from an embargoed country, even if
               living/working in another country ;

          (iii) to anyone on the SDN Blocked Persons List, Denied companies
               List, Denied Technology (e.g., encryption software); or

          (iv) to any country or destination for which the United States
               government or a United States governmental agency requires an
               export license or other approval for export without first having
               obtained such license or other approval.

          (v)  Each Order must be reviewed for compliance to export control
               regulations. Additionally, each AT&T system and all applications
               that the Amdocs will access must be reviewed by AT&T for
               compliance with the

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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               export control regulations.

          (vi) Amdocs shall be solely responsible for arranging export
               clearance, including applying for and obtaining any permits,
               licenses or other authorizations and complying with export
               clearance formalities, for all exports by Amdocs from any country
               to AT&T in the United States made hereunder. AT&T shall be
               responsible for obtaining export clearance and complying with
               export formalities for all exports from the United States made by
               AT&T to Amdocs hereunder. The Parties agree to use reasonable
               efforts to obtain and provide to each other in a timely manner
               any end-user, end-use and other documentation and certifications
               as may reasonably be requested by the other Party in support of
               any applications made to relevant government authorities in
               connection with such exports.

          (vii) AT&T shall not be responsible or otherwise assume any
               responsibility for the importation of articles outside the United
               States. Amdocs expressly agrees to be responsible for any and all
               such importations. AT&T agrees to be responsible for the
               importation of any articles that Amdocs exports to AT&T in the
               United States provided Amdocs provides AT&T with at least seven
               (7) calendar days advance notice of such shipment. If such notice
               is not provided, the Amdocs shall be responsible for the
               importation, unless AT&T notifies the Amdocs in writing that AT&T
               will assume responsibility for importing the shipment into the
               United States.

          (viii) This section shall not relieve Amdocs of its obligation to
               perform the Services as provided herein, but such performance
               shall be undertaken in a manner complying with such Laws.
               Further, a change of any such Law shall not constitute a force
               majeure. The provisions of this section will survive the
               expiration or termination of this Agreement for any reason.

     (j)  Foreign Corrupt Practices Act ("FCPA") Compliance.

          (i)  Without limiting any other provision of this Agreement, in all
               activities associated with the performance of the Services,
               Amdocs shall perform in a manner consistent with the requirements
               of the FCPA. The FCPA prohibits the payment or offering anything
               of value to a government official or political party or candidate
               for the purpose of corrupting the exercise of an individual's
               duties and attempting to influence that

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               individual to provide or retain business. [**].

          (ii) Amdocs [**]. AT&T [**]. Amdocs [**].

     (k)  EXECUTIVE ORDER COMPLIANCE. Amdocs' obligation to comply with all Laws
          includes the procurement of permits, certificates, approvals,
          inspections and licenses, when needed, in the performance of this
          Agreement. Amdocs further agrees to comply with all applicable
          Executive Order and Federal regulations as set forth in "Executive
          Orders and Federal Regulations," a copy of which is attached as
          SCHEDULE U and by this reference made a part of this Agreement.

     (l)  RESPONSIBILITY. [**] Amdocs, AT&T or the Eligible Recipients [**] of
          Amdocs or its Subcontractors [**].

     (m)  TERMINATION. In the event that there is any change in Laws that
          results in AT&T incurring significantly increased Charges in
          accordance with this Agreement (other than Charges for the Services
          performed on the AT&T Data, Equipment or Software as required to
          comply with any Law) or otherwise materially adversely affects Amdocs'
          ability to perform the Services, then AT&T may at its option terminate
          this Agreement in its entirety or (subject to application of Change
          Management Procedures) the affected portion of the Services by giving
          Amdocs at least sixty (60) days prior notice and designating a date
          upon which such termination shall be effective. Amdocs shall not be
          entitled to [**] in connection with a termination on this basis.

15.10 INTEROPERABILITY.

     (a)  AT&T warrants that, as of the Effective Date, the Systems used to
          provide the services being replaced by the Services are fully
          interoperable with the Software, Equipment, firmware and embedded
          chips used by AT&T that may deliver records to, receive records from
          or otherwise interact with the Systems to receive the services
          replaced by the Services.

     (b)  Amdocs represents and warrants that the Systems used to provide the
          Services will, after the Effective Date, continue to be fully
          interoperable with the Software, Equipment, firmware and embedded
          chips used by AT&T that may deliver records to, receive records from,
          or otherwise interact with the Systems to receive the Services.

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15.11 OFFSHORE TRANSFER OR PROCESSING OF AT&T DATA.

     (a)  Amdocs represents and warrants that, to the extent that its
          performance of the Services includes the transfer, storage or
          processing outside of the United States of AT&T Data or other
          performance of the Services outside of the United States, such
          Services (the "OFFSHORE SERVICES") will be (i) performed in accordance
          with the Agreement and Laws (including Privacy Laws) of the United
          States, European Union (if applicable) and any jurisdiction in which
          the Offshore Services are performed and (ii) performed such that Laws
          permit the transfer of the AT&T Data back into the United States, and
          future performance of the Services within the United States, without
          any additional cost to AT&T or authorization or permission of any
          Entity or government.

     (b)  In the event that new Laws or changes in Laws (including as
          contemplated in SECTION 15.9): (i) require that [**]; (ii) prohibit
          the [**]; or (iii) require that [**] (collectively, "OFFSHORE
          IMPACT"). In such event, Amdocs shall perform all necessary tasks in
          order to continue to perform the Services, including any Offshore
          Services, in compliance with Laws, including, as required by Laws, the
          performance of any or all Services within the United States. Upon the
          event of an Offshore Impact, the [**].

     (c)  Amdocs represents and warrants that, to the extent that Offshore
          Services are performed and to the extent that AT&T Data is transferred
          to, processed or stored outside, or accessed from outside of the
          United States and in addition to its other obligations under this
          Agreement, Amdocs shall store and process AT&T Data and store and
          operate all Application Software in a secure environment designed,
          monitored and administered to prevent the violation of Laws or this
          Agreement. In addition, Amdocs shall establish, and require all Amdocs
          Personnel to comply with, stringent policies and rules regarding the
          removal of AT&T Data or Application Software from Amdocs Facilities
          and otherwise requiring Amdocs Personnel to act in accordance with
          this Agreement and Laws, and Amdocs shall establish physical and
          logical measures to ensure that such policies and rules are followed.
          Under no circumstances shall AT&T Data or Application Software used in
          Offshore Services be removed from Amdocs Facilities.

     (d)  Without limiting Amdocs' obligations or AT&T's rights under SECTION
          6.1(A) or other obligation under this Agreement, Amdocs represents and
          warrants that, to the extent that Offshore Service are performed, no
          more than [**] percent ([**]%)

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          of all Amdocs Personnel and Managed Third Parties performing Services
          (calculated on an FTE basis) will be located outside of the United
          States. If [**] months after the Commencement Date or thereafter [**]
          month period, Amdocs may increase the percentage of Amdocs Personnel
          and Managed Third Parties performing Services outside the United
          States to [**] percent ([**]%) (calculated on an FTE basis). Such an
          increase is subject to Amdocs' demonstrating its [**] month period and
          its [**]. In the event Amdocs has [**] month period, the Parties will
          discuss and consider whether to allow Amdocs to increase the
          percentage of Amdocs Personnel and Managed Third Parties performing
          Services outside the United States, provided that AT&T will not be
          obliged to permit an increase in the percentage of Amdocs Personnel
          and Managed Third Parties performing Services outside the United
          States until Amdocs has [**] month period.

However, if Amdocs subsequently [**] for [**] consecutive months or for more
than [**] months in a [**] month period, [**], Amdocs shall re-establish the
level of Amdocs Personnel and Managed Third Parties performing Services outside
of the United States to no more than [**] percent ([**]%) (calculated on an FTE
basis), [**].

     (e)  At any point at least [**] months after the Commencement Date, Amdocs
          may propose to AT&T that more than [**] percent ([**]%) but no more
          than [**] percent ([**]%) of Amdocs Personnel and Managed Third
          Parties (calculated on an FTE basis) performing Services be located
          outside of the United States. This proposal will consist of a
          transition plan as well as supporting rationale such as continued
          performance at or above the [**], process improvements and technology
          improvements that support the concept of moving more of the Services
          outside of the United States. [**].

15.12 DISCLAIMER.

     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
     REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER
     EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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16.  INSURANCE AND RISK OF LOSS.

16.1 INSURANCE.

     (a)  With respect to Amdocs' performance under this Agreement, and in
          addition to Amdocs' obligation to indemnify, Amdocs shall comply with
          this Section.

     (b)  Amdocs shall maintain insurance coverages and limits required by this
          Section and any additional insurance and/or bonds required by law:

     (c)  at all times during the term of this Agreement and until completion of
          all Services associated with this Agreement, whichever is later; and

     (d)  with respect to any coverage maintained in a "claims-made" policy, for
          two (2) years following the term of this Agreement or completion of
          all Services associated with this Agreement, whichever is later. If a
          "claims-made" policy is maintained, the retroactive date must precede
          the commencement of Services under this Agreement;

     (e)  Amdocs shall require each Subcontractor that may perform Services
          under this Agreement or enter upon the AT&T Facilities or Amdocs
          Facilities to maintain coverages, requirements, and limits at least as
          broad as those listed in this Section from the time when the
          subcontractor begins performance of Services, throughout the term of
          the Subcontractor's performance of Services and, with respect to any
          coverage maintained on a "claims-made" policy, for two (2) years
          thereafter;

     (f)  Amdocs shall procure the required insurance from an insurance company
          eligible to do business in the state or states where Services will be
          performed and having and maintaining a Financial Strength Rating of
          [**] or better and a Financial Size Category of [**] or better, as
          rated in the A.M. Best Key Rating Guide for Property and Casualty
          Insurance Companies, except that, in the case of Workers' Compensation
          insurance, Amdocs may procure insurance from the state fund of the
          state where Services are to be performed; and

     (g)  Amdocs shall deliver to AT&T, certificates of insurance stating the
          types of insurance and policy limits, with a cancellation clause
          amended to read as follows: "The issuing company will endeavor to
          provide at least 30 days advance written notice of cancellation or
          non-renewal to AT&T". Amdocs shall deliver

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          such certificates:

     (h)  prior to execution of this Agreement and prior to commencement of any
          Services;

     (i)  prior to expiration of any insurance policy required in this Section;
          and

     (j)  for any coverage maintained on a "claims-made" policy, for two (2)
          years following the term of this Agreement or completion of all
          Services associated with this Agreement, whichever is later.

     (k)  The Parties agree:

     (l)  the failure of AT&T to demand such certificate of insurance or failure
          of AT&T to identify a deficiency will not be construed as a waiver of
          Amdocs' obligation to maintain the insurance required under this
          Agreement;

     (m)  that the insurance required under this Agreement does not represent
          that coverage and limits will necessarily be adequate to protect
          Amdocs, nor be deemed as a limitation on Amdocs' liability to AT&T in
          this Agreement;

     (n)  Amdocs may meet the required insurance coverages and limits with any
          combination of primary and Umbrella/Excess liability insurance; and

     (o)  Amdocs is responsible for any deductible or self-insured retention.

     (p)  The insurance coverage required by this Section includes:

     (q)  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:

          (i)  $500,000 for Bodily Injury - each accident

          (ii) $500,000 for Bodily Injury be disease - policy limits

          (iii) $500,000 for Bodily Injury by disease - each employee

     (r)  To the fullest extent allowable by law, the policy must include a
          waiver of subrogation in favor of AT&T, its Affiliates, and their
          directors, officers and

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          employees.

     (s)  In states where Workers' Compensation insurance is a monopolistic
          state-run system, Amdocs shall add Stop Gap Employers Liability with
          limits not less than $500,000 each accident or disease.

     (t)  COMMERCIAL GENERAL LIABILITY insurance written on Insurance Services
          Office (ISO) Form CG 00 01 12 04 or a substitute form providing
          equivalent coverage, covering liability arising from premises,
          operations, personal injury, products/completed operations, and
          liability assumed under an insured contract (including the tort
          liability of another assumed in a business contract) with minimum
          limits of:

          (i)  $2,000,000 General Aggregate limit

          (ii) $1,000,000 each occurrence limit for all bodily injury or
               property damage incurred in any one (1) occurrence

          (iii) $1,000,000 each occurrence limit for Personal Injury and
               Advertising Injury

          (iv) $2,000,000 Products/Completed Operations Aggregate limit

          (v)  $1,000,000 each occurrence limit for Products/Completed
               Operations

          (vi) $1,000,000 Damage to Premises Rented to You (Fire Legal
               Liability)

     (u)  The Commercial General Liability insurance policy must:

          (i)  include AT&T, its Affiliates, and their directors, officers, and
               employees as Additional Insureds. Amdocs shall provide a copy of
               the Additional Insured endorsement to AT&T. The Additional
               Insured endorsement may either be specific to AT&T or may be
               "blanket" or "automatic" addressing any person or entity as
               required by contract. A copy of the Additional Insured
               endorsement must be provided within 60 days of execution of this
               Agreement and within 60 days of each COMMERCIAL General

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               Liability policy renewal;


          (ii)  include a waiver of subrogation in favor of AT&T, its
                Affiliates, and their directors, officers and employees; and

          (iii) be primary and non-contributory with respect to any insurance or
                self-insurance that is maintained by AT&T.

     (v)  Business Automobile Liability insurance with minimum limits of
          $1,000,000 each accident for bodily injury and property damage,
          extending to all owned, hired, and non-owned vehicles.

     (w)  Umbrella/Excess Liability insurance with limits of at least $1,000,000
          each occurrence and in the aggregate with terms and conditions at
          least as broad as the underlying Commercial General Liability,
          Business Auto Liability, and Employers Liability policies.
          Umbrella/Excess Liability limits will be primary and non-contributory
          with respect to any insurance or self-insurance that is maintained by
          AT&T.

     (x)  Fidelity or Crime insurance covering employee dishonesty. Amdocs shall
          include a client coverage endorsement written for limits of $1,000,000
          in the aggregate and shall include AT&T as Loss Payee.

     (y)  Professional Liability (Errors & Omissions) insurance with minimum
          limits of $1,000,000 each claim or wrongful act and in the aggregate.

     (z)  Internet Liability and Network Protection (Cyberrisk) insurance with
          minimum limits of $1,000,000 each claim or wrongful act and in the
          aggregate.

     (aa) MEDIA LIABILITY insurance with minimum limits of $1,000,000 each claim
          or wrongful act and in the aggregate.

     (bb) Property insurance with limits equal to the replacement cost of
          Amdocs' Business Personal Property at the location where Services are
          to be performed under this Agreement. The Property insurance policy
          will include a waiver of subrogation in favor of AT&T, its Affiliates,
          and their directors, officers and employees.

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16.2 RISK OF LOSS.

     (a)  GENERAL. Except as otherwise provided in SECTION 17.3, each Party
          shall be responsible for risk of loss of, and damage to, any
          Equipment, Software or other materials in its possession or under its
          control. Amdocs shall [**]. Each Party shall promptly notify the other
          of any damage (except normal wear and tear), destruction, loss, theft
          or governmental taking of any item of Equipment, Software or other
          materials in the possession or under the control of such Party,
          whether or not insured against by such Party, whether partial or
          complete, which is caused by any act, omission, fault or neglect of
          such Party ("EVENT OF LOSS"). Such Party shall be responsible for the
          cost of any necessary repair or replacement of such Equipment,
          Software or other materials due to an Event of Loss; in the event of a
          AT&T Event of Loss, such repair or replacement shall not be considered
          part of Amdocs' maintenance obligations. For an AT&T Event of Loss,
          Amdocs shall coordinate and oversee repair or replacement performed by
          a third party on a [**] basis, or by Amdocs at agreed-upon prices.

     (b)  WAIVER. Except as provided below, Amdocs and AT&T each waive all
          rights to recover against the other Party for damage, destruction,
          loss, theft or governmental taking of their respective real or
          tangible personal property (whether owned or leased) from any cause to
          the extent covered by insurance maintained by each of them, [**]. This
          waiver of subrogation shall not extend to the damage, destruction,
          loss or theft of real or tangible personal property caused by the
          negligence or other tortious conduct of the other Party or the failure
          of the other Party to comply with its obligations under this
          Agreement. Amdocs and AT&T will [**] maintained by each Party.

     16.3 THIRD PARTY ADMINISTRATOR

Amdocs understands and acknowledges that AT&T may engage the services of a third
party administrator (the "ADMINISTRATOR") to perform certain Agreement-related
administrative functions for AT&T which may include (i) collecting and verifying
certificates of insurance, (ii) providing financial analysis, (iii) verifying
certifications under SECTION 9.11 (Amdocs Diversity), and (iv) collecting and
verifying Amdocs profile information. Amdocs shall (A) cooperate with the
Administrator in Administrator's performance of such functions, (B) provide such
data as the Administrator may from time to time request, and (C) pay the
Administrator a one time set-up fee of $[**] and an annual fee for the
performance of such functions (not to exceed $[**]). Notwithstanding any other
provision of the Agreement, AT&T may provide Proprietary

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Information regarding Amdocs to the Administrator, as appropriate to the
exercise AT&T's rights under this Agreement.

17.  INDEMNITIES.

17.1 INDEMNITY BY AMDOCS.

     Amdocs agrees to indemnify, defend and hold harmless AT&T and the Eligible
     Recipients and their respective officers, directors, employees, agents,
     representatives, successors and assigns from any and all Losses and
     threatened Losses due to third-party claims arising from or in connection
     with any of the following:

     (a)  [**];

     (b)  [**] on or after the Commencement Date [**] pursuant to this
          Agreement;

     (c)  [**] on or after the Commencement Date [**] the Services;

     (d)  [**];

     (e)  [**];

     (f)  [**] under this Agreement;

     (g)  [**];

     (h)  [**] pursuant to this Agreement;

     (i)  [**] the regulations promulgated thereunder;

     (j)  [**] under this Agreement, [**] under this Agreement;

     (k)  [**];

     (l)  [**] resulting from [**] from and after [**] from and after [**] other
          aspects of the [**]; and/or[**] with respect to [**] in connection
          with [**], except, in each case, to the extent [**] under this
          Agreement;

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     (m)  [**] its obligations under [**];

     (n)  [**]with respect to any [**] in connection with [**] of this
          Agreement;

     (o)  [**] to the extent such [**] under this Agreement; and

     (p)  [**] with this Agreement.

17.2 INDEMNITY BY AT&T.

     AT&T agrees to indemnify, defend and hold harmless Amdocs and its officers,
     directors, employees, agents, representatives, successors and assigns, from
     any Losses and threatened Losses due to third-party claims arising from or
     in connection with any of the following:

     (a)  [**];

     (b)  [**] under this Agreement;

     (c)  [**] pursuant to this Agreement;

     (d)  [**];

     (e)  [**] or other proprietary rights [**];

     (f)  [**], that are the [**];

     (g)  [**] under this Agreement, [**] under this Agreement;

     (h)  [**] under this Agreement, [**] before the Commencement Date [**]; and

     (i)  [**] of this Agreement.

17.3 ADDITIONAL INDEMNITIES.

     Amdocs and AT&T each agree to indemnify, defend and hold harmless the
     other, and the Eligible Recipients and their respective Affiliates,
     officers, directors, employees, agents, representatives, successors and
     assigns, from any and all Losses and threatened Losses to the extent they
     arise from or in connection with any of the following: (a) except as

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     otherwise provided in SECTION 17.1(K), the death or bodily injury of any
     agent, employee, customer, business invitee, business visitor or other
     person caused by the negligence or other tortious conduct of the indemnitor
     or the failure of the indemnitor to comply with its obligations under this
     Agreement; and (b) the damage, loss or destruction of any real or tangible
     personal property caused by the negligence or other tortious conduct of the
     indemnitor or the failure of the indemnitor to comply with its obligations
     under this Agreement.

17.4 ENVIRONMENTAL.

     (a)  AT&T OBLIGATIONS. With respect to AT&T sites where Amdocs performs
          Services and where Hazardous Materials are used or produced in
          operations performed by AT&T, AT&T shall [**] (i) notify Amdocs of any
          procedures and precautions to be taken by Amdocs when performing
          Services, (ii) when applicable Laws require the use of special
          equipment or training in order for Amdocs to provide safely and
          properly the Services in the presence of such Hazardous Materials,
          provide such equipment and acquisition of training, (iii) comply with
          all material applicable Laws concerning AT&T's treatment, storage,
          registration, handling or disposal of or reporting about, Hazardous
          Materials used or produced by AT&T in its operations and (iv) be
          responsible for [**] with respect to AT&T's treatment, storage,
          registration, handling or disposal of or reporting about Hazardous
          Materials used or produced by AT&T in its operations.

     (b)  AMDOCS OBLIGATIONS. Amdocs shall (i) notify AT&T of the procedures and
          precautions to be taken at AT&T or Amdocs facilities where Hazardous
          Materials are used or produced by Amdocs or its Affiliates or
          Subcontractors in the performance of the Services, (ii) provide [**]
          any special equipment or training required by AT&T to perform its
          operations safely and properly in the presence of such Hazardous
          Materials, (iii) be responsible for complying with all material
          applicable Laws concerning the treatment, storage, registration,
          handling or disposal of or reporting about Hazardous Materials used or
          produced by Amdocs or its Affiliates or Subcontractors in the
          performance of the Services and (iv) be responsible for [**] with
          respect to the treatment, storage, registration, reporting, handling
          or disposal of any Hazardous Materials used or produced in the
          performance by Amdocs or its Affiliates or Subcontractors of the
          Services.

     (c)  RESPONSE. In the event that Hazardous Materials other than Hazardous
          Materials brought on to an AT&T site by Amdocs, its Affiliates or
          agents are present at any

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          AT&T site during the term of this Agreement, Amdocs may cease
          performance of any affected portion of the Services if and to the
          extent Amdocs' ability to perform such portion of the Services safely
          (as determined by OSHA standards) is impacted by the presence of such
          Hazardous Materials and the unsafe condition cannot reasonably be
          circumvented by Amdocs through the use of alternative approaches,
          workaround plans or other means; provided that [**].

     (d)  RESPONSIBILITY. AT&T shall be liable for and indemnify Amdocs against
          all costs, expenses or other Losses incurred or suffered by Amdocs as
          a result of the treatment, storage, registration, handling, disposal
          or release of or reporting about Hazardous Materials used or produced
          by operations performed by AT&T at the AT&T sites, except to the
          extent that such costs, expenses or Losses were caused by the conduct
          of Amdocs or Amdocs' employees, subcontractors, agents, invitees or
          representatives. Amdocs shall be liable for and indemnify AT&T and the
          Eligible Recipients against all costs, expenses or other Losses
          incurred or suffered by AT&T or any Eligible Recipient as a result of
          the treatment, storage, registration, handling, disposal or release of
          or reporting about Hazardous Materials used or produced by Amdocs in
          the performance of the Services, except to the extent such costs,
          expenses or Losses were caused by the conduct of AT&T, AT&T employees,
          invitees, contractors or other persons for whom AT&T is legally
          responsible (which specifically excludes Amdocs or Amdocs' employees,
          subcontractors, agents or representatives). Neither Amdocs nor AT&T
          shall be liable to the other for any special, indirect, incidental or
          consequential damages.

17.5 INDEMNIFICATION PROCEDURES.

     With respect to third-party claims (other than those covered by SECTION
     17.1(F)), the following procedures shall apply:

     (a)  NOTICE. Promptly after receipt by any Entity entitled to
          indemnification (under SECTION 17.1 through SECTION 17.4 or any other
          provisions of this Agreement) of notice of the commencement or
          threatened commencement of any civil, criminal, administrative or
          investigative action or proceeding involving a claim in respect of
          which the indemnitee will seek indemnification pursuant to any such
          Section, the indemnitee shall notify the indemnitor of such claim. No
          delay or failure to so notify an indemnitor shall relieve it of its
          obligations under this Agreement except to the extent that such
          indemnitor has suffered actual prejudice by such delay or

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          failure. Within fifteen (15) days following receipt of notice from the
          indemnitee relating to any claim, but no later than five (5) days
          before the date on which any response to a complaint or summons is
          due, the indemnitor shall notify the indemnitee that the indemnitor
          elects to assume control of the defense and settlement of that claim
          (a "NOTICE OF ELECTION").

     (b)  PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor delivers a
          Notice of Election within the required notice period, the indemnitor
          shall assume sole control over the defense and settlement of the
          claim; provided, however, that (i) the indemnitor shall keep the
          indemnitee fully apprised at all times as to the status of the
          defense, and (ii) the indemnitor shall obtain the prior written
          approval of the indemnitee before entering into any settlement of such
          claim asserting any liability against the indemnitee or imposing any
          obligations or restrictions on the indemnitee or ceasing to defend
          against such claim. The indemnitor shall not be liable for any legal
          fees or expenses incurred by the indemnitee following the delivery of
          a Notice of Election; provided, however, that (i) the indemnitee shall
          be entitled to employ counsel at its own expense to participate in the
          handling of the claim, and (ii) the indemnitor shall pay the fees and
          expenses associated with such counsel if, in the reasonable judgment
          of the indemnitee, based on an opinion of counsel, there is a conflict
          of interest with respect to such claim or if the indemnitor has
          requested the assistance of the indemnitee in the defense of the claim
          or the indemnitor has failed to defend the claim diligently. The
          indemnitor shall not be obligated to indemnify the indemnitee for any
          amount paid or payable by such indemnitee in the settlement of any
          claim if (x) the indemnitor has delivered a timely Notice of Election
          and such amount was agreed to without the written consent of the
          indemnitor, (y) the indemnitee has not provided the indemnitor with
          notice of such claim and a reasonable opportunity to respond thereto
          or (z) the time period within which to deliver a Notice of Election
          has not yet expired.

     (c)  PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the indemnitor
          does not deliver a Notice of Election relating to any claim within the
          required notice period, the indemnitee shall have the right to defend
          the claim in such manner as it may deem appropriate. The indemnitor
          shall promptly reimburse the indemnitee for all such costs and
          expenses incurred by the indemnitee, including attorneys' fees.

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17.6 INDEMNIFICATION PROCEDURES--GOVERNMENTAL CLAIMS.

     With respect to claims covered by SECTION 17.1(F) the following procedures
     shall apply:

     (a)  NOTICE. Promptly after receipt by AT&T of notice of the commencement
          or threatened commencement of any action or proceeding involving a
          claim in respect of which the indemnitee will seek indemnification
          pursuant to SECTION 17.1(F) AT&T shall notify Amdocs of such claim. No
          delay or failure to so notify Amdocs shall relieve Amdocs of its
          obligations under this Agreement except to the extent that Amdocs has
          suffered actual prejudice by such delay or failure.

     (b)  PROCEDURE FOR DEFENSE. AT&T shall be entitled to have sole control
          over the defense and settlement of such claim; provided that AT&T
          shall consult with Amdocs on a regular basis regarding claim
          processing (including actual and anticipated costs and expenses) and
          litigation strategy and shall obtain the prior written approval of
          Amdocs before entering into any settlement of such claim involving the
          payment of moneys for which Amdocs will ultimately be financially
          responsible under SECTION 17.1(F).

17.7 SUBROGATION.

     Except as otherwise provided in SECTIONS 16.1 or 16.2 in the event that an
     indemnitor shall be obligated to indemnify an indemnitee pursuant to
     SECTION 17.1 through SECTION 17.4 or any other provision of this Agreement,
     the indemnitor shall, upon payment of such indemnity in full, be subrogated
     to all rights of the indemnitee with respect to the claims to which such
     indemnification relates.

18.  LIABILITY.

18.1 GENERAL INTENT.

     Subject to the specific provisions and limitations of this ARTICLE 18, it
     is the intent of the Parties that each Party shall be liable to the other
     Party for any actual damages incurred by the non-breaching Party as a
     result of the breaching Party's failure to perform its obligations in the
     manner required by this Agreement.

18.2 FORCE MAJEURE.

     (a)  GENERAL. Subject to SECTION 18.2(D), no Party shall be liable for any
          default or

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          delay in the performance of its obligations under this Agreement if
          and to the extent such default or delay is caused, directly or
          indirectly, by fire, flood, earthquake, elements of nature or acts of
          God; wars, riots, civil disorders, rebellions or revolutions or any
          other similar cause beyond the reasonable control of such Party,
          except to the extent the non-performing Party is at fault in failing
          to prevent or causing such default or delay, and provided that such
          default or delay can not reasonably be circumvented by the
          non-performing Party through the use of alternate sources, workaround
          plans or other means. A strike, lockout or labor dispute involving
          Amdocs or a Subcontractor and its own personnel shall not excuse
          Amdocs from its obligations hereunder. In addition, the refusal of
          Amdocs Personnel to enter a facility that is the subject of a labor
          dispute shall excuse Amdocs from its obligations hereunder only if and
          to the extent such refusal is based upon a reasonable fear of physical
          harm.

     (b)  DURATION AND NOTIFICATION. In such event the non-performing Party
          shall be excused from further performance or observance of the
          obligation(s) so affected for as long as such circumstances prevail
          and such Party continues to use all commercially reasonable efforts to
          recommence performance or observance whenever and to whatever extent
          possible without delay. Any Party so prevented, hindered or delayed in
          its performance shall, as quickly as practicable under the
          circumstances, notify the Party to whom performance is due by
          telephone (to be confirmed in writing within one (1) day of the
          inception of such delay) and describe at a reasonable level of detail
          the circumstances of the force majeure event, the steps being taken to
          address such force majeure event and the expected duration of such
          force majeure event.

     (c)  [**]. If any event described in [**]. In addition, if any event
          described in [**] of this Agreement [**]hereunder shall be [**] this
          Agreement [**]. Amdocs shall [**].

     (d)  DISASTER RECOVERY. Upon the occurrence of a force majeure event,
          Amdocs shall implement promptly, as appropriate, its disaster recovery
          plan and provide disaster recovery services as described in SCHEDULE
          D. The occurrence of a force majeure event shall not relieve Amdocs of
          its obligation to implement its disaster recovery plan and provide
          disaster recovery services. Amdocs shall periodically update and test
          the operability of the disaster recovery plan and certify to AT&T that
          the disaster recovery plan is fully operational.

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     (e)  [**] in accordance with this Agreement [**] hereunder [**].

     (f)  [**] under this Agreement, [**]. In no event will [**] in the event of
          the occurrence of a force majeure event.

18.3 LIMITATION OF LIABILITY.

     (a)  Limitation as to Nature of Damages. EXCEPT AS PROVIDED IN THIS SECTION
          18.3 OR SECTION 17.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
          FOR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST
          REVENUE, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF
          RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
          SUCH DAMAGES.

     (b)  LIMITATION AS TO AMOUNT OF DAMAGES. EXCEPT AS PROVIDED IN THIS SECTION
          18.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR AGGREGATE
          DAMAGES GREATER THAN THE GREATER OF (I) FORTY THREE MILLION DOLLARS
          ($43,000,000) OR (II) THE FEES PAID OR PAYABLE BY AT&T UNDER THIS
          AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE
          GIVING RISE TO THE LIABILITY. For avoidance of doubt, and except for
          Amdocs' liability under SECTION 17.1(O), which shall be subject to the
          limitations of liability outlined in this SECTION 18.3(B), any
          payments or compensation associated with the indemnifications
          described in ARTICLE 17 shall not apply to or count against the
          limitations of liability outlined in this SECTION 18.3(B).

     (c)  [**]. The limitations of liability set forth in SECTION 18.3(A) and
          SECTION 18.3(B) shall [**]:

          (i)  [**] a Party;

          (ii) [**] under ARTICLE 17 of this Agreement;

          (iii) [**] of this Agreement [**];

          (iv) [**] provide [**];

          (v)  [**];

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          (vi) [**] set forth in SECTIONS 15.4, 15.6, 15.7, 15.8, 15.9 and
               15.11; or

          (vii) [**] under ARTICLE 13;

          (viii) Notwithstanding the foregoing provisions of this Section
               18.3(c), [**] set forth in Section 18.3(b).

          (ix) Except as otherwise explicitly stated herein, nothing in this
               provision shall be interpreted to [**]of this Agreement.

     (d)  [**]. The following shall be considered [**] in accordance with this
          Agreement:

          (i)  [**];

          (ii) [**] or any part thereof;

          (iii) [**];

          (iv) [**] under this Agreement;

          (v)  [**], including [**] in connection with [**] or otherwise perform
               in accordance with this Agreement;

          (vi) [**] in accordance with this Agreement, including [**] perform an
               obligation under this Agreement;

          (vii) [**];

          (viii) [**];

          (ix) [**] pursuant to SCHEDULE F.

     (e)  ITEMS NOT CONSIDERED DAMAGES. Charges and other amounts that are due
          and owing to Amdocs for Services performed under this Agreement shall
          not be considered damages subject to, and shall not be counted toward
          the liability cap specified in, SECTION 18.3(B).

     (f)  NO WAIVER. Nothing in this provision shall be interpreted to prevent a
          Party from recovering damages otherwise recoverable under this
          Agreement.

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19.  DISPUTE RESOLUTION.

19.1 INFORMAL DISPUTE RESOLUTION.

     Prior to the initiation of formal dispute resolution procedures with
     respect to any dispute, other than as provided in SECTION 19.1(D) or
     SECTION 20.9, the Parties shall first attempt to resolve such dispute
     informally, as follows:

     (a)  INITIAL EFFORT. The Parties agree that they shall attempt in good
          faith to resolve all disputes (other than those described in SECTION
          19.1(D) or SECTION 20.9) in accordance with SCHEDULE D, PART 4. In the
          event of a dispute that is not resolved or resolvable in accordance
          with SCHEDULE D, PART 4, either Party may refer the dispute for
          resolution to the senior corporate executives specified in SECTION
          19.1(B) below upon written notice to the other Party.

     (b)  ESCALATION. Within five (5) business days of a notice under SECTION
          19.1(A) above referring a dispute for resolution by senior corporate
          executives, the AT&T Contract Office and the Amdocs Account Office
          will each prepare and provide to an Amdocs Division President and the
          AT&T Chief Information Officer, respectively, summaries of the
          relevant information and background of the dispute, along with any
          appropriate supporting documentation, for their review. The designated
          senior corporate executives will confer as often as they deem
          reasonably necessary in order to gather and furnish to the other all
          information with respect to the matter in issue which the parties
          believe to be appropriate and germane in connection with its
          resolution. The designated senior corporate executives shall discuss
          the problem and negotiate in good faith in an effort to resolve the
          dispute without the necessity of any formal proceeding. The specific
          format for the discussions will be left to the discretion of the
          designated senior corporate executives, but may include the
          preparation of agreed-upon statements of fact or written statements of
          position.

     (c)  PROVISION OF INFORMATION. During the course of negotiations under
          SECTION 19.1(A) or SECTION 19.1(B) above, all reasonable requests made
          by one Party to another for non-privileged information, reasonably
          related to the dispute, will be honored in order that each of the
          parties may be fully advised of the other's position. All negotiation
          shall be strictly confidential and used solely for the purposes of
          settlement. Any materials prepared by one Party for these proceedings
          shall not be used as evidence by the other Party in any subsequent

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          arbitration or litigation; provided, however, the underlying facts
          supporting such materials may be subject to discovery.

     (d)  PREREQUISITE TO FORMAL PROCEEDINGS. Formal proceedings for the
          resolution of a dispute may not be commenced until the earlier of: (i)
          the designated senior corporate executives under SECTION 19.1(B) above
          concluding in good faith that amicable resolution through continued
          negotiation of the matter does not appear likely; or (ii) thirty (30)
          days after the notice under SECTION 19.1(A) above referring the
          dispute to designated senior corporate executives. The time periods
          specified in this SECTION 19.1 shall not be construed to prevent a
          Party from instituting, and a Party is authorized to institute, formal
          proceedings earlier to (A) avoid the expiration of any applicable
          limitations period, (B) preserve a superior position with respect to
          other creditors, or (C) address a claim arising out of the breach of a
          Party's obligations under ARTICLE 13 or a dispute subject to SECTION
          20.9.

     (e)  ADDITIONAL ESCALATION. In addition to the dispute resolution
          provisions contained in this SECTION 19.1, in connection with any
          exercise of its termination rights under SECTION 20.1(A)(I), (II) or
          (III), AT&T will, no less than thirty (30) days prior to the effective
          date of such termination, but without extending any applicable time
          frames specified in the Agreement, provide Amdocs with the right to
          have its Chief Executive Officer address the relevant issues with
          AT&T's Chief Operating Officer.

19.2 ARBITRATION.

     (a)  Except for claims arising out of the breach of a Party's obligations
          under ARTICLE 13 or disputes subject to SECTION 20.9, any controversy
          or claim arising out of or relating to this Agreement, or any breach
          thereof, which cannot be resolved using the procedures set forth above
          in SECTION 19.1, shall be finally resolved under the Commercial
          Arbitration Rules of the American Arbitration Association then in
          effect; provided, however, that without limiting any rights at law or
          in equity a Party may have because of an improper termination of this
          Agreement by the other Party, nothing contained in this Agreement
          shall limit either Party's right to terminate this Agreement pursuant
          to ARTICLE 20.

     (b)  The Arbitration shall take place in [**], and shall apply the law of
          [**]. The decision of the arbitrators shall be final and binding and
          judgment on the award

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          may be entered in any court of competent jurisdiction. The arbitrators
          shall be instructed to state the reasons for their decisions in
          writing, including findings of fact and law. The arbitrators shall be
          bound by the warranties, limitations of liability and other provisions
          of this Agreement. Except with respect to the provisions of this
          Agreement that provide for injunctive relief rights, such arbitration
          shall be a precondition to any application by either Party to any
          court of competent jurisdiction.

     (c)  Within ten (10) days after delivery of written notice ("NOTICE OF
          DISPUTE") by one Party to the other in accordance with this Section,
          the Parties each shall use good faith efforts to mutually agree upon
          one (1) arbitrator. If the Parties are not able to agree upon one (1)
          arbitrator within such period of time, the Parties each shall within
          ten (10) days: (i) appoint one (1) arbitrator who has at no time ever
          represented or acted on behalf of either of the Parties, and is not
          otherwise affiliated with or interested in either of the Parties and
          (ii) deliver written notice of the identity of such arbitrator and a
          copy of his or her written acceptance of such appointment to the other
          Party. If either Party fails or refuses to appoint an arbitrator
          within such ten (10) day period, the single arbitrator appointed by
          the other Party shall decide alone the issues set out in the Notice of
          Dispute. Within ten (10) days after such appointment and notice, such
          arbitrators shall appoint a third arbitrator. In the event that the
          two (2) arbitrators fail to appoint a third arbitrator within ten (10)
          days of the appointment of the second arbitrator, either arbitrator or
          either Party may apply for the appointment of a third arbitrator to
          the American Arbitration Association.

     (d)  All arbitrators selected pursuant to this Section shall be practicing
          attorneys with at least five (5) years of experience in technology law
          applicable to the Services. Any such appointment shall be binding upon
          the Parties. The Parties shall use best efforts to set the arbitration
          within sixty (60) days after selection of the arbitrator or
          arbitrators, as applicable, but in no event shall the arbitration be
          set more than ninety (90) days after selection of the arbitrator or
          arbitrators, as applicable. Discovery as permitted by the Federal
          Rules of Civil Procedure then in effect will be allowed in connection
          with arbitration to the extent consistent with the purpose of the
          arbitration and as allowed by the arbitrator or arbitrators, as
          applicable. The decision or award of the arbitrator or the majority of
          the three arbitrators, as applicable, shall be rendered within fifteen
          (15) days after the conclusion of the hearing, shall be in writing,
          shall set forth the basis therefor, and

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          shall be final, binding and nonappealable upon the Parties and may be
          enforced and executed upon in any court having jurisdiction over the
          Party against whom the enforcement of such decision or award is
          sought. Each Party shall bear its own arbitration costs and expenses
          and all other costs and expenses of the arbitration shall be divided
          equally between the Parties; provided, however, the arbitrator or
          arbitrators, as applicable, may modify the allocation of fees, costs
          and expenses in the award in those cases where fairness dictates other
          than such allocation between the Parties.

19.3 CONTINUED PERFORMANCE.

     (a)  GENERAL. Each Party agrees that it shall, unless otherwise directed by
          the other Party, continue performing its obligations under this
          Agreement while any dispute is being resolved; provided that this
          provision shall not operate or be construed as extending the term of
          this Agreement or prohibiting or delaying a Party's exercise of any
          right it may have to terminate the term of this Agreement as to all or
          any part of the Services. [**].

     (b)  [**]. Amdocs acknowledges and agrees that [**]. Amdocs expressly
          acknowledges and agrees that, [**] under this Agreement, [**] AT&T and
          Amdocs. Amdocs further agrees as follows:

          (i)  [**] any of the terms of this Agreement [**] under this Agreement
               [**], Amdocs agrees that [**].

          (ii) Amdocs shall not intentionally interrupt the Services or provide
               reduced levels of Service quality or support unless and until
               [**].

          (iii) [**] because it is required to do so [**], Amdocs shall [**] the
               Services.

          (iv) Subject to SECTIONS 20.1(B) and 4.3(A)(III), Amdocs shall [**].

19.4 GOVERNING LAW.

     This Agreement and performance under it shall be governed by and construed
     in accordance with the applicable laws of [**], without giving effect to
     the principles thereof relating to conflicts of laws. The United Nations
     Convention on Contracts for the International Sales of Goods shall not
     apply to this Agreement.

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19.5 VENUE AND JURISDICTION.

     In any litigation arising out of this Agreement and to the fullest extent
     permitted by Law, the Parties hereby irrevocably agree, submit and waive
     objection to jurisdiction and venue in, [**].

20.  TERMINATION.

20.1 TERMINATION FOR CAUSE.

     (a)  BY AT&T. If Amdocs:

          (i)  commits a material breach of this Agreement, which breach is not
               cured within [**] days after notice of the breach from AT&T;

          (ii) commits a material breach of this Agreement which is not capable
               of being cured within [**] days;

          (iii) commits numerous breaches of its duties or obligations which
               collectively constitute a material breach of this Agreement;

          (iv) becomes liable for or incurs Service Level [**] under this
               Agreement that, in the aggregate, exceed [**] percent ([**]%) of
               the [**] during any rolling [**] month period, regardless of
               whether such Service Level [**] are subject to, or have in fact
               been, [**] provisions of SCHEDULE F;

          (v)  fails to perform in accordance with the Minimum Service Level of
               the same Service Level for [**] consecutive months or during [**]
               months of any [**] consecutive month period;

          (vi) makes an unpermitted assignment of this Agreement as described in
               Section 21.1(b)(iv); or

          (vii) incurs liability to AT&T under this Agreement in excess of [**]
               percent ([**]%) of the limitation of liability described in
               SECTION 18.3(B);

then AT&T may, by giving notice to Amdocs, terminate this Agreement with respect
to all or any part of the Services, in whole or in part, as of a date specified
in the notice of termination. Amdocs shall [**] in connection with a Termination
for Cause. If AT&T chooses to terminate

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the Agreement in part, [**].

The express acknowledgment that a certain amount of Service Level [**] or number
of Service Level defaults constitutes grounds for termination under SECTIONS
20.1(A)(IV) and (V) does not imply that a lesser amount or number cannot
constitute a material breach of this Agreement and therefore grounds for
termination under other subsections, and no Party shall contend otherwise in any
dispute or controversy between the Parties.

     (b)  BY AMDOCS. In the event that AT&T fails to pay Amdocs undisputed
          charges exceeding [**] the average monthly fees payable by AT&T under
          this Agreement and fails to cure such default within [**] days of
          notice from Amdocs of the possibility of termination for failure to
          make such payment, Amdocs may, by notice to AT&T, terminate this
          Agreement.

20.2 CRITICAL SERVICES.

Without limiting AT&T's rights under SECTION 20.1, if Amdocs commits a material
breach [**], and Amdocs is unable to cure such breach within [**] hours of
written notice from AT&T, AT&T may, in addition to its other remedies at law and
in equity, [**] until Amdocs has cured the breach or this Agreement is
terminated. During such period, [**]. The express inclusion of this remedy in
this SECTION 20.2 does not limit AT&T's right to use a similar remedy for other
breaches by Amdocs of this Agreement.

20.3 TERMINATION FOR CONVENIENCE.

     AT&T may terminate this Agreement with respect to all or any portion of the
     Services for convenience and without cause at any time by giving Amdocs
     prior notice designating the Services to be terminated and the termination
     date as follows: (a) at least sixty (60) days' prior notice for each
     termination which involves ten percent (10%) or less of the total Services;
     (b) at least ninety (90) days' prior notice for each termination which
     involves more than ten percent (10%) but less than or equal to twenty-five
     percent (25%) of the total Services; and (c) at least one hundred eighty
     (180) days' prior notice for each termination which involves greater than
     twenty-five percent (25%) of the total Services based on AT&T's good faith
     estimate. Upon the effective date of any such termination, AT&T shall pay
     to Amdocs a [**] calculated in accordance with SCHEDULE M.

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20.4 TERMINATION UPON AMDOCS CHANGE OF CONTROL.

     (a)  In the event of a change in Control of Amdocs (or that portion of
          Amdocs providing Services under this Agreement) or the Entity that
          Controls Amdocs (if any), where such Control is acquired, directly or
          indirectly, in a single transaction or series of related transactions,
          or all or substantially all of the assets of Amdocs are acquired by
          any Entity, or Amdocs is merged with or into another Entity to form a
          new Entity, AT&T may at its option terminate this Agreement by giving
          Amdocs at least ninety (90) days prior notice and designating a date
          upon which such termination shall be effective; provided, however,
          AT&T shall not have this right if Amdocs Limited, (a Guernsey
          corporation as of the Effective Date) retains Control of Amdocs after
          such transaction, acquisition, merger; provided, further, however, if
          such change in Control of Amdocs involves an AT&T competitor, AT&T may
          terminate this Agreement by giving Amdocs at least ten (10) days prior
          notice, and AT&T competitor shall be prohibited from any contact with
          AT&T Data, AT&T Proprietary Information and any and all other
          information about the AT&T account, including discussions with Amdocs
          Personnel regarding specifics relating to the Services. Amdocs shall
          not be entitled to any [**] in connection with a termination pursuant
          to this SECTION 20.4. Such termination shall constitute a release
          condition under the escrow agreement described in SECTION 14.3(C).

     (b)  Subject to any legal obligation of confidentiality or applicable
          securities laws, Amdocs will provide AT&T with notice at the earliest
          permissible time of Amdocs' intention to make such a change of Control
          and facilitate AT&T's receipt of sufficient information about the
          Entity acquiring Control for AT&T to choose to exercise its
          termination rights described in SECTION 20.4(A).

     (c)  Any permitted assignee or successor in interest under this SECTION
          20.4 shall agree in writing to be bound by the terms and conditions of
          this Agreement.

     (d)  Regardless of AT&T's consent or refusal to consent to an assignment
          under this SECTION 20.4, Amdocs, or its successor in interest, shall
          continue to perform under the terms of the Agreement until such time
          as the Agreement terminates or expires.

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                                                Agreement Number: 20070413.019.C

20.5 TERMINATION UPON AT&T MERGERS AND ACQUISITIONS.

     In the event that, in a single transaction or series of transactions, AT&T
     acquires or is acquired by any other Entity (by stock sale, asset sale or
     otherwise) or merges with any other Entity that performs for itself or
     receives from another party services substantially similar to the Services
     supporting software functionally similar to the Applications, then, at any
     time within twelve (12) months after the last to occur of such events, AT&T
     may at its option terminate this Agreement by giving Amdocs at least ninety
     (90) days' prior notice and designating a date upon which such termination
     shall be effective. Amdocs shall be entitled to [**] in connection with a
     termination on this basis that is [**] that would be applicable if such
     termination were a termination under SECTION 20.3; provided that in the
     event of any such a termination within the first twenty-four (24) months
     after the Commencement Date, the [**] will be calculated as if such date
     were the twenty-fifth (25th) month following the Commencement Date).

20.6 TERMINATION UPON [**].

     If, notwithstanding ninety (90) days of good faith negotiation by AT&T,
     AT&T and Amdocs do not agree as contemplated by SECTION 11.6(B), AT&T may
     at its option terminate this Agreement by giving Amdocs at least ninety
     (90) days prior notice and designating a date upon which such termination
     shall be effective. Amdocs shall be entitled to [**] upon termination
     pursuant to this SECTION 20.6.

20.7 INSOLVENCY.

     (a)  RIGHT TO TERMINATE. In the event that any Party (a) files for
          bankruptcy, (b) becomes or is declared insolvent, or is the subject of
          any proceedings related to its liquidation, insolvency or the
          appointment of a receiver or similar officer for it, (c) makes an
          assignment for the benefit of all or substantially all of its
          creditors or (d) enters into an agreement for the composition,
          extension, or readjustment of substantially all of its obligations,
          then the other Party may terminate this Agreement as of a date
          specified in a termination notice; provided, however, that Amdocs will
          not have the right to exercise such termination under this SECTION
          20.7 so long as AT&T pays for the Services to be received hereunder in
          advance on a month-to-month basis. If any Party elects to terminate
          this Agreement due to the insolvency of the other Party, such
          termination will be deemed to be a termination for cause hereunder.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     (b)  SECTION 365(N). Notwithstanding any other provision of this Agreement
          to the contrary, in the event that Amdocs becomes a debtor under the
          Bankruptcy Code and rejects this Agreement pursuant to Section 365 of
          the Bankruptcy Code (a "BANKRUPTCY REJECTION"), (i) any and all of the
          licensee and sublicensee rights of AT&T arising under or otherwise set
          forth in this Agreement, including the rights of AT&T referred to in
          SECTION 14.7, shall be deemed fully retained by and vested in AT&T as
          protected intellectual property rights under Section 365(n)(1)(B) of
          the Bankruptcy Code and further shall be deemed to exist immediately
          before the commencement of the bankruptcy case in which Amdocs is the
          debtor; (ii) AT&T shall have all of the rights afforded to non-debtor
          licensees and sublicensees under Section 365(n) of the Bankruptcy
          Code; and (iii) to the extent any rights of AT&T under this Agreement
          which arise after the termination or expiration of this Agreement are
          determined by a bankruptcy court to not be "intellectual property
          rights" for purposes of Section 365(n), all of such rights shall
          remain vested in and fully retained by AT&T after any Bankruptcy
          Rejection as though this Agreement were terminated or expired. AT&T
          shall under no circumstances be required to terminate this Agreement
          after a Bankruptcy Rejection in order to enjoy or acquire any of its
          rights under this Agreement, including any of the rights of AT&T
          referenced in SECTION 14.7.

     (c)  AT&T RIGHTS UPON AMDOCS' BANKRUPTCY. In the event of Amdocs'
          bankruptcy or of the filing of any petition under the federal
          bankruptcy laws affecting the rights of Amdocs which is not stayed or
          dismissed within thirty (30) days of filing, in addition to the other
          rights and remedies set forth herein, to the maximum extent permitted
          by Law, AT&T will have the immediate right to retain and take
          possession for safekeeping all AT&T Data, AT&T Proprietary
          Information, AT&T licensed Third Party Software, AT&T owned Equipment,
          AT&T owned Materials, AT&T owned Developed Materials, and all other
          Software, Equipment, Systems or Materials to which AT&T is or would be
          entitled during the term of this Agreement or upon the expiration or
          termination of this Agreement. Amdocs shall cooperate fully with AT&T
          and assist AT&T in identifying and taking possession of the items
          listed in the preceding sentence. AT&T will have the right to hold
          such AT&T Data, Proprietary Information, Software, Equipment, Systems
          and Materials until such time as the trustee or receiver in bankruptcy
          or other appropriate court officer can provide adequate assurances and
          evidence to AT&T that they will be protected from sale, release,
          inspection, publication or inclusion in any publicly accessible
          record, document,

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

          material or filing. Amdocs and AT&T agree that without this material
          provision, AT&T would not have entered into this Agreement or provided
          any right to the possession or use of AT&T Data, AT&T Proprietary
          Information or AT&T Software covered by this Agreement.

     (d)  RIGHTS TO ASSUME IN BANKRUPTCY. In the event of commencement of
          bankruptcy proceedings by or against AT&T or an Eligible Recipient,
          such Entity or its trustee in bankruptcy shall be entitled to assume
          the licenses granted to such Entity under or pursuant to this
          Agreement and shall be entitled to retain all of such Entity's rights
          thereunder.

20.8 PARTIAL TERMINATION.

     (a)  TERMINATION BY SERVICE. Without limiting any other right of AT&T
          hereunder, if AT&T is entitled to terminate this Agreement or any
          Services, AT&T shall have the right to terminate this Agreement, in
          whole or in part, with respect to one or more Services or with respect
          to the amount or volume of any Services, and in the event of any
          partial termination the Charges payable hereunder shall be equitably
          adjusted to reflect those terminated Services, amounts or volumes.

     (b)  TERMINATION OF SERVICES FOR MATERIAL BREACH. In determining whether
          AT&T is entitled to terminate one or more Service(s) for cause
          pursuant to SECTION 20.1(A), the materiality of a breach by Amdocs
          shall be measured with respect only to those Service(s) to be
          terminated by AT&T.

20.9 EQUITABLE REMEDIES.

     Amdocs acknowledges that, in the event it breaches (or attempts or
     threatens to breach) its obligation to provide Termination Assistance
     Services as provided in SECTION 4.3, its obligation respecting continued
     performance in accordance with SECTION 19.3, or its obligation to provide
     access to computers or files containing AT&T Data in accordance with
     SECTION 13.5, AT&T will be irreparably harmed. In such a circumstance, AT&T
     may proceed directly to court for purposes of obtaining equitable relief.
     If a court of competent jurisdiction should find that Amdocs has breached
     (or attempted or threatened to breach) any such obligations, Amdocs agrees
     that without any additional findings of irreparable injury or other
     conditions to injunctive relief, it shall not oppose the entry of an
     appropriate order compelling performance by Amdocs and restraining it from
     any further breaches (or attempted or threatened breaches).

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

21.  GENERAL.

21.1 BINDING NATURE AND ASSIGNMENT.

     (a)  BINDING NATURE. This Agreement will be binding on the Parties and
          their respective successors and permitted assigns.

     (b)  ASSIGNMENT. Neither Party may, or will have the power to, assign this
          Agreement without the prior written consent of the other, except in
          the following circumstances:

          (i)  Either Party may assign its rights and obligations under this
               Agreement, without the approval of the other Party, to an
               Affiliate of the assigning Party that is based and incorporated
               in the United States and that has the necessary capability,
               standing, resources and solvency as reasonably determined by the
               non-assigning Party to perform the Agreement and which expressly
               assumes such Party's obligations and responsibilities hereunder
               and is not a direct competitor of the other Party; provided, that
               the assigning Party shall remain fully liable for and shall not
               be relieved from the full performance of all obligations under
               this Agreement. Any Party assigning its rights or obligations to
               an Affiliate in accordance with this Agreement shall, within one
               (1) business day after such assignment, provide notice thereof to
               the other Party together with a copy of any relevant provisions
               of the assignment document.

          (ii) Amdocs may assign its rights and obligations under this
               Agreement, only with the express written consent of AT&T, to an
               Affiliate of Amdocs that is not based and incorporated in the
               United States and that has the necessary capability, standing,
               resources, reputation, governance, authorization, jurisdiction,
               location and solvency, as reasonably determined by AT&T, to
               perform the Agreement and which expressly assumes Amdocs'
               obligations and responsibilities hereunder and is not a direct
               competitor of AT & T; provided, that Amdocs shall remain fully
               liable for and shall not be relieved from the full performance of
               all obligations under this Agreement. In the event that Amdocs
               takes steps to assign its rights or obligations to an Affiliate
               in accordance with this Agreement, Amdocs shall provide notice
               thereof to AT&T together with a copy of any relevant provisions
               of the assignment document and the

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

               relevant consent request. To the extent that the Affiliate of
               Amdocs to which assignment is proposed meets the standards
               described above, as reasonably determined and evaluated in good
               faith by AT&T, which shall be entitled to take into account
               jurisdiction of the proposed assignee, including enforceability
               of rights and obligations, legal status of the proposed assignee,
               regulatory, enforcement and legal climate of the jurisdiction and
               other reasonable factors relevant to the provision of services to
               AT&T by a foreign entity, AT&T shall not unreasonably withhold
               such consent.

          (iii) AT&T may assign its rights and obligations under this Agreement
               to an Entity acquiring, directly or indirectly, Control of AT&T,
               an Entity into which AT&T is merged, or an Entity acquiring all
               or substantially all of AT&T's assets, without the approval of
               Amdocs. The acquirer or surviving Entity shall agree in writing
               to be bound by the terms and conditions of this Agreement.

          (iv) Notwithstanding the foregoing, AT&T shall have the right to
               terminate this Agreement for cause in accordance with SECTION
               20.1(A) if Amdocs makes any such assignment under this Agreement
               within one (1) year of the Effective Date.

          (v)  Nothing in this Section 21.1(b), limits AT&T's termination rights
               pursuant to Section 20.4.

     (c)  IMPERMISSIBLE ASSIGNMENT. Any attempted assignment that does not
          comply with the terms of this SECTION 21.1 shall be null and void.

21.2 ENTIRE AGREEMENT; AMENDMENT.

     This Agreement, including any Schedules and Exhibits referred to herein and
     attached hereto, each of which is incorporated herein for all purposes,
     constitutes the entire agreement between the Parties with respect to the
     subject matter hereof. There are no agreements, representations,
     warranties, promises, covenants, commitments or undertakings other than
     those expressly set forth herein. This Agreement supersedes all prior
     agreements, representations, warranties, promises, covenants, commitments
     or undertaking, whether written or oral, with respect to the subject matter
     contained in this Agreement. No amendment, modification, change, waiver or
     discharge hereof shall be

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     valid unless in writing and signed by an authorized representative of the
     Party against which such amendment, modification, change, waiver or
     discharge is sought to be enforced.

21.3 NOTICES.

     (a)  Any notice, notification, request, demand or determination provided by
          a Party pursuant to SECTION 4.3 Termination Assistance Services,
          SECTION 6.12 Notice of Default, SECTION 7.6 Notice of Default, SECTION
          11.6(D) [**], SECTION 13.4(D) Loss of Proprietary Information, SECTION
          17.5 Indemnification Procedures, SECTION 18.2(I) Force Majeure,
          SECTION 19.1 Informal Dispute Resolution, SECTION 20 Termination and
          SECTION 21.1 Binding Nature and Assignment shall be in writing and
          shall be delivered in hard copy using one of the following methods:
          and shall be deemed delivered upon receipt: (i) by hand, (ii) by an
          express courier with a reliable system for tracking delivery, or (iii)
          by registered or certified mail, return receipt requested, postage
          prepaid. Unless otherwise agreed, the forgoing notices shall be
          delivered as follows:

In the case of AT&T:

AT&T Services, Inc.
Attention: Senior Contract Manager
1010 Pine Street
St. Louis, MO 63101

With a copy to:

AT&T Services, Inc.
Attention: General Attorney and Assistant General Counsel
Room 4-B-80
175 East Houston Street
San Antonio, TX 78205

In the case of Amdocs:

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

Amdocs, Inc.
Attention: Division President
1390 Timberlake Manor Parkway
Chesterfield, MO 63017

With a copy to:

Amdocs, Inc.
Attention: Office of General Counsel
Harborside Financial Center
Plaza 5, Suite 2700
Jersey City, NJ 07311

     (b)  All notices, notifications, requests, demands or determinations
          required or provided pursuant to this Agreement, other than those
          specified in SECTION 21.3(A), may be sent in hard copy in the manner
          specified in SECTION 21.3(A), or by e-mail transmission (where receipt
          is acknowledged by the recipient) or facsimile transmission (with
          acknowledgment of receipt from the recipient's facsimile machine) to
          the addresses set forth below:

In the case of AT&T:

AT&T Services, Inc.
Attention: Senior Contract Manager
1010 Pine Street
St. Louis, MO 63101

In the case of Amdocs:

Amdocs, Inc.
Attention: Division President
1390 Timberlake Manor Parkway
Chesterfield, MO 63017

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     (c)  A Party may from time to time change its address or designee for
          notification purposes by giving the other prior notice of the new
          address or designee and the date upon which it shall become effective.

21.4 COUNTERPARTS.

     This Agreement may be executed in several counterparts, all of which taken
     together shall constitute one single agreement between the Parties hereto.

21.5 HEADINGS.

     The article and section headings and the table of contents used herein are
     for reference and convenience only and shall not be considered in the
     interpretation of this Agreement.

21.6 RELATIONSHIP OF PARTIES.

     Amdocs, in furnishing services to AT&T hereunder, is acting as an
     independent contractor, and Amdocs has the sole obligation to supervise,
     manage, contract, direct, procure, perform or cause to be performed, all
     work to be performed by Amdocs under this Agreement. Amdocs is not an agent
     of AT&T and has no right, power or authority, expressly or impliedly, to
     represent or bind AT&T as to any matters, except as expressly authorized in
     this Agreement.

21.7 SEVERABILITY.

     In the event that any provision of this Agreement conflicts with the law
     under which this Agreement is to be construed or if any such provision is
     held invalid or unenforceable by a court with jurisdiction over the
     Parties, such provision shall be deemed to be restated to reflect as nearly
     as possible the original intentions of the Parties in accordance with
     applicable law. The remaining provisions of this Agreement and the
     application of the challenged provision to persons or circumstances other
     than those as to which it is invalid or unenforceable shall not be affected
     thereby, and each such provision shall be valid and enforceable to the full
     extent permitted by law.

21.8 CONSENTS AND APPROVAL.

     Except where expressly provided as being at the sole discretion of a Party,
     where

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     agreement, approval, acceptance, consent, confirmation, notice or similar
     action by either Party is required under this Agreement, such action shall
     not be unreasonably delayed or withheld. An approval or consent given by a
     Party under this Agreement shall not relieve the other Party from
     responsibility for complying with the requirements of this Agreement, nor
     shall it be construed as a waiver of any rights under this Agreement,
     except as and to the extent otherwise expressly provided in such approval
     or consent.

21.9 WAIVER OF DEFAULT; CUMULATIVE REMEDIES.

     (a)  WAIVER OF DEFAULT. A delay or omission by either Party hereto to
          exercise any right or power under this Agreement shall not be
          construed to be a waiver thereof. A waiver by either of the Parties
          hereto of any of the covenants to be performed by the other or any
          breach thereof shall not be construed to be a waiver of any succeeding
          breach thereof or of any other covenant herein contained. All waivers
          must be in writing and signed by the Party waiving its rights.

     (b)  CUMULATIVE REMEDIES. All remedies provided for in this Agreement shall
          be cumulative and in addition to and not in lieu of any other remedies
          available to either Party at law, in equity or otherwise.

21.10 SURVIVAL.

     Any provision of this Agreement which contemplates performance or
     observance subsequent to any termination or expiration of this Agreement
     (including SECTION 4.3, SECTION 5, SECTION 13, SECTION 14, SECTION 17,
     SECTION 18, SECTION 18.3(D)(I) and SECTION 20) shall survive any
     termination or expiration of this Agreement and continue in full force and
     effect. Additionally, all provisions of this Agreement will survive the
     expiration or termination of this Agreement to the fullest extent necessary
     to give the Parties the full benefit of the bargain expressed herein.

21.11 PUBLICITY.

     Neither Party shall use the other Party's or its Affiliates' names or any
     language, pictures, trademarks, service marks or symbols which could, in
     the other Party's judgment, imply such Party's or its Affiliates' identity
     or endorsement by the other Party, its Affiliates or any of its employees
     in any (i) written, electronic or oral advertising or presentation or (ii)
     brochure, newsletter, book, electronic database or other written matter of
     whatever nature, without AT&T's prior written consent (which hereafter
     shall be collectively

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     referred to as "PUBLICITY MATTERS"). Each Party shall submit to the other
     Party for written approval, prior to publication, all Publicity Matters
     that mention or display a Party'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.

21.12 THIRD-PARTY BENEFICIARIES.

     Except as expressly provided herein, this Agreement is entered into solely
     between, and may be enforced only by, AT&T and Amdocs. This Agreement shall
     not be deemed to create any rights or causes of action in or on behalf of
     any third parties, including employees, suppliers and customers of a Party,
     or to create any obligations of a Party to any such third parties.

21.13 ORDER OF PRECEDENCE.

     In the event of a conflict, this Agreement shall take precedence over the
     Schedules attached hereto, and the Schedules shall take precedence over any
     attached Exhibits.

21.14 [**].

     (a)  [**]. Except as expressly set forth herein, during the term of this
          Agreement and for a period of [**] months thereafter, Amdocs will
          [**]. Except as expressly set forth in this Agreement in connection
          with [**], during the term of this Agreement and for a period of [**]
          months thereafter, AT&T will [**] under this Agreement [**]. In each
          case, [**] months after the [**] under this Agreement. This provision
          shall [**].

     (b)  [**] this SECTION 21.14, [**].

21.15 FURTHER ASSURANCES.

     Each Party covenants and agrees that, subsequent to the execution and
     delivery of this Agreement and without any additional consideration, each
     Party shall execute and deliver any further legal instruments and perform
     any acts that are or may become necessary to effectuate the purposes of
     this Agreement.

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

21.16 NO LIENS.

     Amdocs will not file, or by its action or inaction permit, any mechanics or
     materialman's liens to be filed on or against property or realty of AT&T or
     any Eligible Recipient. In the event that any such Liens arise as a result
     of Amdocs' action or inaction, Amdocs will obtain a bond to fully satisfy
     such liens or otherwise remove such liens at its sole cost and expense
     within ten (10) business days.

21.17 COVENANT OF GOOD FAITH.

     Each Party agrees that, in its respective dealings with the other Party
     under or in connection with this Agreement, it shall act in good faith.

21.18 RESERVATION OF LICENSES AND RIGHTS.

     Licenses, rights and interests granted under this Agreement shall be
     interpreted to include only those rights expressly granted under this
     Agreement and licenses, rights and interests not expressly granted under
     this Agreement are reserved.

21.19 ACKNOWLEDGMENT.

     The Parties each acknowledge that the terms and conditions of this
     Agreement have been the subject of active and complete negotiations, and
     that such terms and conditions should not be construed in favor of or
     against any Party by reason of the extent to which any Party or its
     professional advisors participated in the preparation of this Agreement

[Signature Page Follows]

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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                                                Agreement Number: 20070413.019.C

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the Effective Date.


Amdocs, Inc.                            AT&T Services, Inc.


By:        /s/ Thomas C. Drury          By:          /s/ Maureen Merkle
    ---------------------------------       ------------------------------------
Name:        Thomas C. Drury            Name:          Maureen Merkle
      -------------------------------         ----------------------------------
Title:         President                Title:     Procurement President
       ------------------------------          ---------------------------------
Date:           4/18/07                 Date:             4/17/07
      -------------------------------         ----------------------------------

RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


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<PAGE>

                                                Agreement Number: 20070413.019.C
                                                           Schedule A - Software

                                   SCHEDULE A
                                    SOFTWARE

This is Schedule A of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and in the IT industry for the provision of ADM services.

<TABLE>
<CAPTION>
                                 BATCH -B
                                ONLINE - O
                                  BATCH &
                                  ONLINE                           THIRD
              MOTS                 - B-O                          PARTY                              TECHNOLOGY:
APPLICATION   APP      BRIEF     REALTIME                          SOFTWARE TECHNOLOGY:  TECHNOLOGY:   PRODUCT   TECHNOLOGY:
    NAME    ACRONYM DESCRIPTION     - R    TECHNOLOGY TIER STATUS REFERENCE    CLASS    PRODUCT NAME   VERSION      VENDOR
- ----------- ------- ----------- ---------- ---------- ---- ------ --------- ----------- ------------ ----------- -----------
<S>         <C>     <C>         <C>        <C>        <C>  <C>    <C>       <C>         <C>          <C>         <C>
[**]        [**]    [**]                   [**]       [**] [**]             [**]        [**]         [**]        [**]
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                                                                            [**]        [**]         [**]        [**]
                                                                            [**]        [**]         [**]        [**]
                                                                            [**]        [**]         [**]        [**]
</TABLE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Astersisk denote omissions. A total of 32 pages have been
omitted. [**]

                    RESTRICTED - ATT PROPRIETARY INFORMATION


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                        Schedule B - Designated Amdocs Personnel

                                   SCHEDULE B
                           DESIGNATED AMDOCS PERSONNEL

This is Schedule B of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

In accordance with SECTION 8.3 of the Agreement, the following are the
Designated Amdocs Personnel positions. Amdocs Personnel assigned to such
positions shall be retained in such position for the specified committed period.
Those Amdocs Personnel designated below are approved for such positions as of
the Effective Date. TBD Amdocs Personnel shall be approved by AT&T in accordance
with SECTION 8.3 of the Agreement. AT&T may designate up to [**] addition
Designated Amdocs Personnel positions.

<TABLE>
<CAPTION>
                                      AMDOCS    COMMITTED     LEVEL
             POSITION               PERSONNEL     PERIOD    OF EFFORT   LOCATION
- ---------------------------------   ---------   ---------   ---------   --------
<S>                                 <C>         <C>         <C>         <C>
Amdocs Account Executive               [**]        [**]        [**]       [**]
Amdocs Account Manager                 [**]        [**]        [**]       [**]
Amdocs Transition Manager              [**]        [**]        [**]       [**]
Amdocs Architecture Manager            [**]        [**]        [**]       [**]
Amdocs Service Delivery Manger(s)      [**]        [**]        [**]       [**]
Amdocs Resourcing Manger               [**]        [**]        [**]       [**]
Amdocs Service Control Manger          [**]        [**]        [**]       [**]
Amdocs Finance Manager                 [**]        [**]        [**]       [**]
Amdocs Human Resources Director        [**]        [**]        [**]       [**]
</TABLE>

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                              Schedule C - Third Party Contracts

                                   SCHEDULE C
                              THIRD PARTY CONTRACTS

This is Schedule C of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

1.   ASSIGNMENT OF THIRD PARTY CONTRACTS

AT&T shall assign to Amdocs the following Third Party Contracts in accordance
with SECTION 6.7 of the Agreement:

<TABLE>
<CAPTION>
                AT&T AGREEMENT   PROJECT
SUPPLIER NAME      NUMBER          NAME    SERVICES
- -------------   --------------   -------   --------
<S>             <C>              <C>       <C>
[**]                [**]           [**]      [**]
[**]                [**]           [**]      [**]
[**]                [**]           [**]      [**]
[**]                [**]           [**]      [**]
</TABLE>

2.   MANAGED THIRD PARTIES

The following constitute Managed Third Parties pursuant to SECTION 6.11 of the
Agreement:

FULLY MANAGED THIRD PARTIES.

<TABLE>
<CAPTION>
FULLY MANAGED    FUNCTIONAL      RE-SOURCING    [**] OR INCLUDED
 THIRD PARTY    SERVICE AREA   RESPONSIBILITY      IN CHARGES
- -------------   ------------   --------------   ----------------
<S>             <C>            <C>              <C>

</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                              Schedule C - Third Party Contracts

GENERAL MANAGED THIRD PARTIES.

<TABLE>
<CAPTION>
GENERAL MANAGED    FUNCTIONAL      RE-SOURCING    [**] OR INCLUDED
  THIRD PARTY     SERVICE AREA   RESPONSIBILITY      IN CHARGES
- ---------------   ------------   --------------   ----------------
<S>               <C>            <C>              <C>
[**]                  [**]            [**]              [**]
[**]                  [**]            [**]              [**]
[**]                  [**]            [**]              [**]
[**]                  [**]            [**]              [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2
<PAGE>

                                                Agreement Number: 20070413.019.C
                           Schedule C.1 - Subcontractors Transition Requirements

                                  SCHEDULE C.1
                           SUBCONTRACTORS REQUIREMENTS

This is Schedule C.1 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

1.   The following requirements are in addition to the obligations of Amdocs,
     Amdocs' Personnel and Subcontractors described in the Agreement. As more
     fully described in the Agreement, Amdocs, Amdocs Personnel and any
     Subcontractors shall at all times comply with all provisions of the
     Agreement and Amdocs will be fully responsible and liable for all acts,
     omissions and Services performed by any of Amdocs Personnel, including any
     Subcontractor, subject to the provisions of Section 10.2 of the Agreement.

2.   Any future Subcontractors engaged by Amdocs shall be required to be in
     compliance with Law in accordance with SECTION 15.9 of the Agreement.

3.   During the performance of Services, Amdocs and the Subcontractors shall
     adhere to AT&T Rules and AT&T work rules and policies, including but not
     limited to those specified in the AT&T Code of Business Conduct.

4.   If any part of Amdocs' Services are dependent upon services performed by
     Subcontractors or any parties other than Amdocs Personnel, Amdocs shall
     inspect and promptly report to AT&T any defect that renders such other work
     unsuitable for Amdocs' proper performance, provided that such report shall
     not alter Amdocs' obligation to perform the Services in accordance with the
     Agreement. No Services shall be performed by any Subcontractor, company,
     individual or any other Entity that does not satisfy the requirements of
     SECTION 15.9(I) of the Agreement, other applicable Law or export control
     regulations. If a Subcontractor is to perform Services outside of the US,
     Amdocs will perform, at its own expense, all necessary export control
     verification required under the Agreement and as otherwise reasonably
     necessary to verify compliance with all applicable Law, including export
     control regulations.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                   Schedule C.2 - Subcontractors

                                  SCHEDULE C.2
                                 SUBCONTRACTORS

This is Schedule C.2 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

<TABLE>
<CAPTION>
               ENTITY IS A
               WHOLLY-OWNED
LEGAL NAME    SUBSIDIARY OF      JURISDICTION      SERVICES TO
 OF ENTITY   AMDOCS LTD? (*)   OF INCORPORATION   BE PERFORMED
- ----------   ---------------   ----------------   ------------
<S>          <C>               <C>                <C>
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
[**]         [**]              [**]               [**]
</TABLE>

(*)  Directly or indirectly

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                      RESTRICTED - PROPRIETARY INFORMATION


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                                      Schedule D
                                                               Statement of Work

                                   SCHEDULE D
                                STATEMENT OF WORK

This is Schedule D of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

Part 1:   Application Development and Maintenance Services

Part 2:   General Services

Part 3:   Reserved

Part 4:   Governance

Part 5:   Policy and Procedures Manual Content

D.1:      Financial and Operational Responsibility Matrix

D.2:      Reserved

D.3:      AT&T Rules

D.4:      Reserved

                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of AT&T, Amdocs and their
 Affiliated Companies only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

                               SCHEDULE D (PART 1)

                APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0  Introduction..........................................................    1

2.0  Development and Maintenance Management................................    2
     2.1  Project Management...............................................    2
     2.2  Project List.....................................................    4
     2.3  Tracking of Development Activity Resources.......................    5
     2.4  Project Status Tracking..........................................    5
     2.5  Documentation....................................................    5
     2.6  Release Control..................................................    6
     2.7  Source Code Security.............................................    7
     2.8  Data Interfaces..................................................    8
     2.9  Existing or New Application Software Integration.................    8
     2.10 End User Support.................................................    9
     2.11 Logical Database Administration  and Development Support.........   10
     2.12 Long Range Planning Support......................................   11

3.0  Help Desk Support.....................................................   12
     3.1  Level 2 and 3 Support............................................   12
     3.2  Problem Support..................................................   13

4.0  Methodologies, Standards and Architecture.............................   14
     4.1  Methodologies, Tools, and Practices..............................   14
     4.2  Standards........................................................   14
     4.3  Architecture.....................................................   15

5.0  Quality Assurance.....................................................   15

6.0  Productivity..........................................................   16

7.0  CONSULTATION AND Assessment Services..................................   16

8.0  DEFINITION Services ([**] Phase 2 and 3)..............................   17

9.0  DEVELOPMENT ACTIVITIES ([**] Phase 3 and 4)...........................   18
     9.1  Third Party Support..............................................   19
     9.2  PRODUCTION SUPPORT SERVICES......................................   20
     9.3  OTHER SUPPORT....................................................   21
     Amdocs work effort expended against activities in this Section will be
          considered Maintenance and Support, unless required to complete a
          Development Project and
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

<TABLE>
<S>                                                                           <C>
          any such activities are approved by AT&T and included in the
          approved Project plan for a particular Development Project.......   21
     Amdocs will:..........................................................   21
     1.   Perform activities that support all online Applications for up
          times and processing.............................................   21
     2.   Perform activities that support all service order processing
          through Systems including producing required reports.............   21
     3.   Provide tables support for tables environment and tables
          structure for Applications.......................................   21
     4.   [**].............................................................   21

10.0 Testing Services......................................................   21
     10.1 Testing..........................................................   21
     10.2 End User Acceptance and Weekend Deployment Production Testing....   22
     10.3 CLEC Testing.....................................................   23

11.0 Deployment Services ([**] phase 4 and 5)..............................   23
     11.1 Training End Users...............................................   25

12.0 Maintenance and Support Services......................................   25
     12.1 Resources........................................................   26
     12.2 Error Correction and Problem Management..........................   26
          12.2.1 Error Correction..........................................   26
          12.2.2 Problem Management........................................   27
          12.2.3 Problem Management Communication and Notification.........   29
          12.2.4 Problem Management Escalation.............................   30
     12.3 Preventive Maintenance...........................................   30
     12.4 System Optimization..............................................   31
     Amdocs will perform system optimization to facilitate AT&T's hardware
          and software costs savings and comply with applicable
          Service Levels, including automating manual tasks associated with
          the Maintenance and Support Services.............................   31
     12.5 Changes in Law...................................................   31
     12.6 Regulatory, Legal and Accounting Support.........................   32
     12.7 Production Control and Scheduling................................   32
     1.   Support the 24 x 7, production-processing schedule as
          required by AT&T.................................................   32
     2.   Update access and parameter tables contained within
          Application Software where applicable............................   32
     3.   Coordinate with production staff for scheduling..................   32
     12.8 Operations Support...............................................   32
     12.9 Time Reporting...................................................   33
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       ii
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

                               SCHEDULE D, PART 1

                APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES

This is Part 1 to Schedule D of the Agreement. Capitalized terms not defined in
this Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM Services.

1.0  INTRODUCTION

As of the Commencement Date, Amdocs will provide Application Development and
Maintenance ("ADM") Services described in this Schedule for all Application
Software . As of the Commencement Date, AT&T will provide appropriate logical
access to Amdocs to the Systems, Equipment or Software to perform its assigned
responsibilities.

Both Parties agree that the Application Software in the AT&T portfolio will
change over time, including changes to existing Application Software, retirement
of existing Application Software, development and implementation of new
Application Software and the integration of Third Party Software and tools.

DEFINITIONS. Terms used herein with initial capital letters and not otherwise
defined shall have the respective meanings set forth in the Agreement. The
following terms have the meanings specified below:

     1.   "AT&T PROJECT MANAGEMENT" means the AT&T personnel that facilitate,
          approve, and monitor and manage Work Requests and Projects on behalf
          of AT&T.

     2.   "DEVELOPMENT (SERVICES)" means the specific Services, functions and
          responsibilities required for performing the software development life
          cycle (i.e., [**]) for new Application Software and solutions that do
          not constitute Maintenance and Support Services under the Agreement.

     3.   "MAINTENANCE AND SUPPORT (SERVICES)" means the specific ongoing
          Services, functions and responsibilities required to support the
          Applications and meet the Application Maintenance Service Levels.
          Examples of such Services include [**]. Amdocs' performance of
          Maintenance and Support Services is subject to SECTION 15.9 of the
          Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     4.   "PROJECT" means a discrete unit of non-recurring work that is not an
          inherent, necessary or customary part of the day to day Maintenance
          and Support Services, and is not required to be performed by Amdocs to
          meet the existing Service Levels (other than Service Levels related to
          Project performance). A Project may consist of or include[**].
          Projects are initiated [**] in response to End Users "Work Requests".
          [**] may categorize the Projects either as "Development Projects" or
          "Maintenance and Support Projects" and [**] in such categorization
          process. [**].

2.0  DEVELOPMENT AND MAINTENANCE MANAGEMENT

2.1  PROJECT MANAGEMENT

AT&T will provide Project and/or Program Management services for Projects as
designated by AT&T. Amdocs' responsibilities with respect to supporting AT&T's
Project Management process include the following, all of which must be performed
in conformance with [**].

     1.   Amdocs will follow AT&T's approved Project Management process for all
          Projects (i.e., whether Maintenance and Support and Development)
          (currently [**]) unless Amdocs receives advance written consent from
          AT&T to utilize a different Software Development Life Cycle ("SDLC")
          methodology (i.e. phases, steps, deliverables, approvals, signoffs,
          and milestones, etc.).

     1.1  Prior to using a different methodology, Amdocs will [**].

     2.   Upon receipt of an AT&T-approved Work Request form [**] for
          Development or Maintenance and Support Services, Amdocs Personnel will
          participate in consultation meetings, coordinated by AT&T Project
          Management, with the Work Request originator and provide the following
          for AT&T's approval:

     2.1  A Project proposal including the Project approach, timelines
          (including milestones) and other information [**];

     2.2  With respect to Development Projects, a level of effort ([**]) for the
          design, development, testing, implementation and/or required training
          for such Project.

     2.3  Amdocs will include an estimate of ongoing operations and support
          resource requirements for which AT&T is financially responsible and
          the estimated impact (if any) on the [**] resulting from the
          implementation as determined in accordance with SCHEDULE I.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     2.4  Amdocs will use AT&T's approved estimation tools ([**]) to define
          deliverables and estimates for each Project, including a description
          of the detail that will be included in the Work Request estimates
          returned to the Project originator.

     2.5  Amdocs shall perform a Project in accordance with the [**] approval
          process.

     2.6  At AT&T Project Management request, Amdocs will work with clients and
          other resources to make sure their deliverables and resources are
          appropriately included in the Project plan.

     2.7  Amdocs will report Project time expended by Amdocs Personnel to
          appropriate work activity codes in AT&T's approved time reporting
          system (currently [**]).

     3.   Amdocs will provide input to AT&T Project Management for Project plans
          (including milestones, dependencies and appropriate deliverables).

     4.   Amdocs Personnel will participate in client or AT&T Project
          Manager-led business requirements meetings, as appropriate.

     5.   Amdocs Personnel will create technical requirements (e.g., business
          rules, identified program impacts, testing requirements), high-level
          design, detailed designs, test and deployment plans using
          AT&T-approved Project Management process and tools.

     6.   Amdocs Personnel will identify and notify AT&T Project Management
          through Change Management Procedures ([**]) when changes in business
          requirements or technical requirements are required during Project
          development or testing.

     7.   Amdocs will utilize AT&T-approved Application Software development
          lifecycle methodologies and supporting tools.

     8.   Amdocs will utilize consistent methodologies and tools throughout ADM
          organizations to plan, monitor and control Projects throughout the
          development lifecycle.

     9.   Amdocs will provide supporting information for AT&T's Program Office
          and Project Management process by:

          9.1  Reserved.

          9.2  Communicating development status and jeopardies to AT&T Project
               Managers.

          9.3  Providing Project scorecard inputs to AT&T Program Office and/or
               AT&T Project Management (e.g., [**], etc.).

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

          9.4  Recommending, maintaining and updating a priority list of Amdocs'
               work activities and Projects.

          9.5  Developing, maintaining and updating Project schedules on
               infrastructure Projects, or providing Project schedule updates to
               Project Managers on all other Projects.

          9.6. Developing resource estimates for Projects.

          9.7  Supporting AT&T's Virtual Project Manager Office ("VPMO") and
               Architecture Assurance Screen processes if required to obtain
               incremental data center resources for the Project.

          9.8  Monitoring and reporting progress against baseline, and
               instituting corrective action when results vary from baseline
               plans.

          9.9  Participating in Project status update meetings according to the
               Project plan.

          9.10 Providing necessary resources for Application Software support
               and Projects.

          9.11 Assessing technology risks.

     10.  Amdocs will perform Application Software status reporting on a regular
          basis as specified in SCHEDULE Q.

     11.  Amdocs will follow the aforementioned procedures unless otherwise
          notified by AT&T.

2.2  PROJECT LIST

The list of the O&WS Projects as of the Effective Date is described in SCHEDULE
K. This Project list, in various formats, is maintained by the AT&T Project
Management team and utilized throughout the Project lifecycle. The list of O&WS
Projects is dynamic, and SCHEDULE K shall be deemed to include Project changes
(additions, deletions, and modifications) made by AT&T Project Management [**]
in the ordinary course of business.

With respect to completing ongoing Projects and as requested by AT&T, Amdocs
will:

     1.   [**].

     2.   [**].

     3.   After Commencement Date, Amdocs and AT&T Project Management will
          establish regular meetings to:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     3.1  Review AT&T Project Management Project lists additions, deletions and
          changes.

     3.2  Establish Project releases as provided in Section 2 above.

     3.3  Package and commit Projects for a scheduled release according to
          published commitment milestone dates on all AT&T Release Schedules.
          Some projects will need to be addressed by the appeal process or
          escalations.

2.3  TRACKING OF DEVELOPMENT ACTIVITY RESOURCES

With respect to Development Services Amdocs will perform the following Services:

     1.   Amdocs will [**].

          1.1. [**].

     2.   Amdocs will [**].

2.4  PROJECT STATUS TRACKING

With respect to Project status tracking, Amdocs will:

     1.   Receive, monitor and report status on Projects to AT&T Project
          Management or Project requestor (when Project Management support is
          not required).

     2.   Estimate time and costs for Work Requests/Projects.

     3.   Provide input to Deliverable Change Requests ("DCRs").

     4.   Identify and promptly communicate to AT&T Project Management any
          problem that could result in delayed or incomplete deliverables (i.e.,
          "JEOPARDIES").

     5.   Conduct walk-through reviews of all deliverables.

2.5 DOCUMENTATION

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Document all Project lifecycle deliverables and Application Software
          developed or modified by Amdocs [**]. Such documentation will be
          provided to AT&T according to the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     2.   Develop and maintain all documentation on Application Software and the
          Services. [**]. The level of documentation provided by or for AT&T
          prior to the Commencement Date will be maintained by Amdocs for all
          Applications.

     3.   Provide support, advice and assistance to End Users consistent with
          current documentation.

     4.   Provide on-line user help functional content in partnership with AT&T
          and provide technical/navigational on-line help.

     5.   Identify and document runtime improvements.

     6.   Creating and updating programming documentation, reference manuals and
          Sarbanes-Oxley Controls documentation.

     7.   Maintain a current copy of source code and associated documentation on
          servers located on AT&T's facilities, consistent and in compliance
          with AT&T business practices.

     8.   Use current AT&T standard documentation rules and storage and source
          control tools.

2.6  RELEASE CONTROL

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Perform all functions required to maintain the current Application
          Software development environments.

     2.   Unless otherwise approved by AT&T, maintain all Third Party Software
          products at the release levels and currency as specified in the
          Agreement and SCHEDULE E. Any Software not specified in that schedule
          will follow [**].

     3.   Perform all Application Software modifications, testing, validation
          and acceptance testing needed to maintain the aforementioned degree of
          currency.

     4.   Assume full responsibility for release packaging and Project
          commitments for the Application Software.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 6

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     5.   Follow AT&T's service delivery and release management processes in
          accordance with the existing AT&T business planning, work
          authorization, and release management processes.

     6.   Support AT&T's process for priority setting, planning and scheduling
          of releases.

     7.   Monitor the release schedule and reporting all schedule exceptions to
          AT&T as required by the release management process.

     8.   Provide the necessary upstream and downstream interfaces during the
          development, testing and implementation phases.

     9.   Distribute and deploy releases; Amdocs will adhere to the AT&T-defined
          level of approval authority required for production deployment.

     10.  Maintain source code, version control and related documentation
          utilizing AT&T-approved Third-Party Software.

     11.  Perform virus scanning and eradication on new and modified Application
          Software.

2.7  SOURCE CODE SECURITY

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Utilize source control Software approved by AT&T.

     2.   Comply with all authorized security requests and password change
          requests associated with Application Software code and executable
          modules on all data or information requests.

     3.   Monitor and restrict access to source code and data while providing
          AT&T with unrestricted read access to all such source code at all
          times in the production and acceptance test environments.

     4.   Comply with ad hoc requests or reports and annual audit with respect
          to Laws.

     5.   Perform data/source code security audits and reporting test results.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 7

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     6.   Report any security violations.

2.8  DATA INTERFACES

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Provide all interfaces to new and existing Systems including
          Application Software which is Third Party Software; End User computing
          Systems; temporary or transitional interfaces between Systems; and
          data conversions as necessary to integrate Systems.

     2.   Provide and document interfaces on Application Software which is Third
          Party Software. Amdocs will maintain the current level of
          documentation.

     3.   Provide and document interfaces on developed Application Software.

     4.   Provide temporary or transitional interfaces between Systems.

     5.   Provide data conversions as required by Projects.

     6.   Adhere to Strategic Decisions, AT&T Rules and AT&T-approved technology
          and data standards.

     7.   Obtain interface design from AT&T, including the data model.

2.9  EXISTING OR NEW APPLICATION SOFTWARE INTEGRATION

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Support the integration of existing and new Application Software with
          Amdocs, AT&T or other Application Software which is Third Party
          Software.

     2.   Evaluate compatibility, benefits and risks, and advise AT&T of such
          evaluations.

     3.   Execute processes and procedures for System integration testing.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 8

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     4.   Integrate new or modified Application Software in testing procedures.

     5.   Keep informed of, and be compliant with, Strategic Decisions, AT&T
          Rules and AT&T's internal standards, as communicated to Amdocs by AT&T
          in accordance with the Agreement.

     6.   Resolve compatibility issues associated with the Applications

     7.   Track compatibility issues resolution.

     8.   [**].

     9.   Localize Application Software as required to conform to local time,
          language, currency, numeric punctuation, etc.

     10.  Ensure compatibility with current End User computing Applications.

     11.  Provide expertise, training, benefits/risks and advisory Services to
          AT&T on new and existing Application Software.

2.10 END USER SUPPORT

Amdocs' work effort expended against activities in this section will be
considered Maintenance and Support.

Amdocs will:

     1.   Provide support, advice and assistance to End Users for all
          Applications through direct interaction and through the AT&T approved
          help desk and problem management processes.

     2.   Provide Application Software defect management support to End Users,
          which will include investigating and resolving problems; providing
          technical support and advice; supporting Application Software
          installations; answering user queries; and attending outage calls [**]
          when required.

     3.   Identify and report to AT&T opportunities that may increase End User
          satisfaction and decrease problems/trouble reports.

     4.   [**].

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     5.   Balance End User satisfaction versus development and support
          productivity in responding to End Users and reporting on possible
          training needs, but in all cases performing in accordance with the
          Service Levels.

     6.   Provide Application Software consulting services as requested through
          the "Consultation Request" and "Impact Assessment" processes as
          specified in the Policy and Procedures Manual.

     7.   Provide support for inquiries from Eligible Recipients or AT&T Third
          Party Contractors with approval from AT&T.

2.11 LOGICAL DATABASE ADMINISTRATION AND DEVELOPMENT SUPPORT

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Provide ITO assistance for logical database support for deployed
          Applications, and for the support of ADM functions.

     2.   Specify recovery procedures for each new Application Software
          database.

     3.   Analyze database design and its impact on specific Application
          Software modules by developing data models, using a common toolset and
          central repository, and translating logical models into physical
          designs so that the data model will meet performance requirements.
          [**].

     4.   Identify and evaluate design considerations.

     5.   Propose database changes.

     6.   Establish and maintain development, test and support production
          databases. [**].

     7.   Analyze database activity, perform Application Software database
          performance tuning, and maintain development, test and production
          databases.

     8.   Coordinate with AT&T to provide design consistency across Application
          Software and to identify data redundancies.

     9.   Implement new transactions in existing databases.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
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                                                                    ADM Services

     10.  Participate in the development and maintenance of AT&T data standards
          and definitions.

     11.  [**].

2.12 LONG RANGE PLANNING SUPPORT

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

With respect to long range planning, Amdocs will:

     1.   Upon AT&T's request, participating in AT&T's business planning
          meetings to review business plans and recommend appropriate Projects
          to support plan execution.

     2.   [**].

     3.   Assist in the preparation of proposals and plans for Projects as
          requested by AT&T, or as appropriate based on providing the Services.

     4.   Assist in projecting future volume, technology, and geographic changes
          that could impact AT&T's Systems and technical architecture.

     5.   Identify candidates and requirements for the deployment of new
          technology or automation of tasks associated with the Services and/or
          AT&T business processes.

     6.   Proactively submit proposals regarding new technology and automation
          to AT&T for its review and approval.

     7.   Proactively identify opportunities to automate manual tasks associated
          with the Maintenance and Support and Development Services.

     8.   Support AT&T in the discussion and presentation of potential new
          technology product and service offerings to the AT&T Governance Team.

     9.   [**].

     10.  Proactively identify strategies and approaches for future IT delivery
          that Amdocs believes will provide AT&T with competitive advantages and
          may result in increased efficiency, performance, or cost savings.

     11.  Help AT&T to identify the Projects to be performed and defining
          high-level schedules and cost benefit analysis.

     12.  Maintain appropriate levels of industry knowledge in AT&T's business
          in order to provide support and recommendation of Projects. [**].

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
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                                                                    ADM Services

     13.  Provide input regarding the Equipment and Software architecture and
          standards, and participate in continuously keeping AT&T's technical
          architecture current.

     14.  [**].

3.0  HELP DESK SUPPORT

Amdocs' work effort expended against activities in this Section 3 will be
considered Maintenance and Support.

Prior to Commencement date, AT&T provided some Level 2 and mostly Level 3
support and interfaces with external Help Desks, providing Level 2 assistance.
AT&T defines support levels as follows:

     "Level 1 Support" personnel provide the entry point for inquiries or
     problem reports from End Users. If Level 1 Support personnel cannot resolve
     the inquiry or problem, the inquiry or problem is directed to the Level 2
     Support for resolution.

     "Level 2 Support" serves as a consolidation point for inquiries and
     problems between Level 1 Support and Level 3 Support. If Level 2 Support
     personnel cannot resolve the inquiry or problem, the inquiry or problem is
     directed to the Level 3 Support for resolution.

     "Level 3 Support" is defined as the performance of activities necessary to
     respond to and resolve inquiries or reported problems that can not be
     resolved by Level 1 Support or Level 2 Support. Inquiries or problems are
     usually reported by a Level 1 Support or Level 2 Support, but may be
     initiated directly to Level 3 Support by End Users or third party service
     providers.

3.1  LEVEL 2 AND 3 SUPPORT

Amdocs will:

     1.   [**].

     2.   [**].

     3.   Advise the Level 1 Support or Level 2 Support of the estimated time
          required resolving the problem after being notified. This resolution
          time will be consistent with AT&T's required problem resolution
          guidelines defined in SCHEDULE F, ATTACHMENT B.

                      RESTRICTED - PROPRIETARY INFORMATION
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                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     4.   Provide support, advice and assistance to End Users in a manner
          consistent with AT&T's practices for the Application Software prior to
          the Commencement Date and non-programming activities in direct support
          of End Users.

     5.   Provide status updates during problem resolution as defined in AT&T's
          problem resolution standards via the AT&T problem management system.

     6.   [**].

     7.   [**].

3.2  PROBLEM SUPPORT

Amdocs will:

     1.   Advise Level 1 Support or Level 2 Support as to the time Amdocs
          requires to respond to problems or inquiries at the time of
          notification. This resolution time will be consistent with AT&T's
          required problem resolution guidelines in SCHEDULE F, ATTACHMENT B.

     2.   Repair Application Software code correcting any problems or defects.

     3.   Devise short-term workarounds to contain the problem's impact.

     4.   [**].

     5.   [**].

     6.   Provide the Root Causes Analysis and preventive action to AT&T in
          accordance with Section 7.3 of the Agreement.

     7.   [**].

     8.   Create temporary diagnostic versions of Software modules to identify
          and isolate problems.

     9.   Create and deliver production Software patches.

     10.  Work and cooperate with other third party suppliers, as necessary, to
          resolve problems.

     11.  Work and cooperate with interfacing Application Software owners, as
          necessary, to resolve problems.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 13

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

4.0  METHODOLOGIES, STANDARDS AND ARCHITECTURE

Amdocs' work effort expended against the activities in this Section 4 will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

4.1  METHODOLOGIES, TOOLS, AND PRACTICES

As covered in section 2.1, Amdocs will utilize AT&T's approved Project
Management methodologies, tools and practices. Additional Amdocs procedures must
be in compliance with AT&T's CMMi, [**] and quality initiative approaches and
such other processes as AT&T may implement in the future. Amdocs will:

     1.   Reserved.

     2.   Create methods, processes and procedures.

     3.   Coordinate implementation of methods, processes and procedures.

     4.   Utilize source control tools.

     5.   Install and monitor Project planning tools and methods.

     6.   Identify and document change requirements.

     7.   Conduct walk-through, peer reviews of all Project deliverables

     8.   Verify conformance to requirements and programming standards.

4.2  STANDARDS

Amdocs will:

     1.   Conform to AT&T Rules and Strategic Decisions.

     2.   Conform to AT&T's user and machine interface standards (e.g., Graphic
          End User Interface, Electronic Data Interchange, and Internet
          Protocol) for all Development, and Maintenance and Support activities.

     3.   Support and communicate standards.

     4.   Understand, evaluate and advise AT&T of the impact of standards on
          third party agreements.

     5.   Develop processes and procedures to meet standards.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     6.   Ensure compliance with AT&T's enterprise architecture.

     7.   [**].

     8.   [**].

4.3  ARCHITECTURE

Amdocs will:

     1.   Reserved.

     2.   Review, comply and, at AT&T's request, participate in the development
          of AT&T's architecture and design guidelines.

     3.   Select and apply appropriate Application Software architecture
          designs.

     4.   Adhere to audit compliance with design guidelines.

5.0  QUALITY ASSURANCE

Amdocs' work effort expended against the activities in this Section 5 will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

[**]. Amdocs will:

     1.   Utilize the [**] quality assurance processes and procedures for the
          delivery of ADM Services meeting quality standards.

     2.   Ensure compliance with AT&T quality assurance procedures.

     3.   Maintain Application Software quality consistent with AT&T quality
          standards.

     4.   Identify best practices and informing AT&T of results.

     5.   Set baselines for quality measurement in all ADM environments.

     6.   Implement and manage AT&T approved quality assurance processes and
          procedures for the delivery of ADM Services, including processes to
          measure effort, size, schedule and quality.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     7.   Perform quality assurance reviews following release deployment, and
          providing AT&T with the results of the reviews.

     8.   Participate in AT&T's Project-level quality assurance reviews
          following release deployment.

     9.   Participate in SQA [**] audits and meet applicable Service Levels.

     10.  [**]

     11.  Conduct customer satisfaction surveys at AT&T's request, in accordance
          with SCHEDULE P, track and report the results of these surveys on a
          periodic basis.

     12.  [**].

6.0  PRODUCTIVITY

Amdocs' work effort expended for this activity will be considered Maintenance
and Support, unless required to complete a Development Project and such activity
is approved by AT&T and included in the approved Project plan for a particular
Development Project.

Amdocs will measure and report baseline and expected productivity improvements
in accordance with SCHEDULES F and Q.

7.0  CONSULTATION AND ASSESSMENT SERVICES

Amdocs' work effort expended against the activities in this section will be
considered Project work, which will be categorized by AT&T as Development or
Maintenance and Support at the Project's inception.

Amdocs will:

     1.   Propose Project solution and design alternatives.

     1.1. Provide AT&T with requested cost estimate information needed to
          determine return on investment and cost/benefit justification for a
          particular Project.

     1.2. [**].

     1.3. Develop System prototypes as agreed upon between Amdocs and AT&T.

     2.   Provide solution estimates.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


                                     Page 16

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     2.1. At AT&T's request, perform a "make versus reuse versus buy" analysis
          for the Application Software development Project.

     2.2. Perform a Project risk analysis.

     3.   Develop an initial Project plan (including milestones, dependencies
          and appropriate deliverables defined in [**]) for Application Software
          development infrastructure Projects. This Project plan will be created
          when the project is initiated.

     3.1. Amdocs will use [**] Impact Assessment ("I&A") (or replacement
          thereof) and T&C Estimate documents to define the deliverables and
          estimates for each Project, including a description of the detail that
          will be included in the associated Project plan.

     3.2. Comply with the Work Request approval process to obtain AT&T's
          concurrence with the scope of content/deliverables specified in the
          I&A.

8.0  DEFINITION SERVICES ([**] PHASE 2 AND 3)

Amdocs' work effort expended against the activities in this section will be
considered Project work, which will be categorized by AT&T as Development or
Maintenance and Support at the Project's inception.

Amdocs will:

     1.   Analyze the Business Requirements, Application Software objectives and
          environment.

     2.   Identify requirements by engaging and working with the Application
          Software stakeholders.

     3.   Develop and document Application Software-related technical
          requirements using AT&T's approved Project Management ([**])
          templates.

     4.   Participate in technical requirement walkthroughs as requested by AT&T
          Project Management.

     5.   Create T&C (1) estimates using AT&T's approved tools.

     6.   Coordinate with AT&T Project Management to schedule Projects for
          development and target for release deployment.

     7.   Perform technical analysis activities for Application Software
          development.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 17

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
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     8.   Develop an initial training plan for the Application Software being
          developed.

     9.   Integrate quality management; improved productivity and operation; and
          support management into the Application Software development plans.

     10.  Define data requirements for the Application Software under
          development.

     11.  Utilize AT&T's approved development environment and tools.

     12.  Ensure that all Application Software development and maintenance uses
          technology consistent with AT&T's approved architecture and standards.

     13.  Work with the AT&T Governance Team to ensure that the necessary
          infrastructure is in place to support the Application Software
          requirements.

     14.  Conduct planning, analysis and progress reviews with the AT&T
          Governance Team.

     15.  Provide inputs to AT&T for Project status reporting as requested.

     16.  Follow these Project planning and analysis guidelines unless otherwise
          notified by AT&T of additional Project plan activity.

9.0  DEVELOPMENT ACTIVITIES ([**] PHASE 3 AND 4)

Amdocs' work effort expended against the activities in this section will be
considered Project work, which will be categorized by AT&T as Development or
Maintenance and Support at the Project's inception.

Amdocs will:

     1.   Create Application Software detailed designs utilizing AT&T's approved
          tools.

     2.   Develop work and resource plans.

     3.   Monitor development resource priorities and resolving conflicting
          resource priorities.

     4.   Construct Software, including user interfaces, conversion and data
          interface Software, and databases.

     5.   Perform Application Software change management ("SCM") control.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 18
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     6.   Adhere to AT&T's approved Application Software development
          methodologies and programming standards.

     7.   Perform peer reviews and code walkthroughs.

     8.   Acquire approval of deliverables.

     9.   Perform quality assurance reviews on Application Software developed,
          implemented or maintained.

     10.  Revise initial Application Software Project plans, quality assurance
          plans, test plans and deployment plans, as needed.

     11.  Develop Application Software system level and acceptance test cases.

     12.  Test and validate all Amdocs-developed or modified Application
          Software.

     13.  Coordinate deployment and Application Software acceptance.

     14.  Review, test and install Third Party Software upgrades.

     15.  Monitor, track and report status.

     16.  Provide input to issues lists.

     17.  Develop and conduct required End User training, as defined in Section
          11.1.

     18.  [**].

     19.  Notify AT&T Governance Team of any potential impact due to changes in
          the Application Software portfolio.

9.1  THIRD PARTY SUPPORT

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan for a particular Development Project.

Amdocs will:

     1.   Provide Third Party Software developers with infrastructure
          requirements and guidelines for support, standards and methodology.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 19

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     2.   Conduct quality assurance reviews of Third Party Software developers'
          software for compliance with Strategic Decisions, AT&T Rules and
          AT&T's standards and methodology.

     3.   Assist Third Party Software developers with interface testing.

     4.   Provide Third Party Software developers with integration standards and
          guidelines for implementation.

     5.   Review and coordinate implementation of Third Party Software
          developers' software.

     6.   Accept Third Party Software developers' Software in accordance with
          AT&T's requirements for production sign-off, deficiency report and
          acceptance for maintenance.

9.2  PRODUCTION SUPPORT SERVICES

Amdocs' work effort expended against the activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and any such activities are approved by AT&T and included in the
approved Project plan for a particular Development Project.

Amdocs will:

     1.   Develop all installation documents

     2.   Coordinate assembly of new production components

     3.   Migrate Software to Test and Production systems

     4.   Ensure compliance with [**] standards

     5.   Provide migration tool training

     6.   Troubleshoot migration problems

     7.   Actively monitor online applications

     8.   Provide corrective actions to keep orders flowing, trouble-shoot
          outages/problem orders and conduct recovery activities

     9.   Control 'segregation of duties' access to datasets and Applications

     10.  Provide audit information gathering

     11.  Maintain Application recovery manual

     12.  Conduct test recoveries, off hours network connectivity tests,
          troubleshoot outages/problem orders and conduct recovery activities.

     13.  [**].

     14.  [**].

     15.  [**].

     16.  [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 20

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     17.  [**].

9.3  OTHER SUPPORT

Amdocs work effort expended against activities in this Section will be
considered Maintenance and Support, unless required to complete a Development
Project and any such activities are approved by AT&T and included in the
approved Project plan for a particular Development Project.

Amdocs will:

     1.   Perform activities that support all online Applications for up times
          and processing.

     2.   [**].

     3.   [**].

     4.   [**].

10.0 TESTING SERVICES

10.1 TESTING

Amdocs' work effort expended against activities in this section will be
allocated to specific Projects, or allocated across several Projects when the
testing is intended to benefit more than one Project. Supplier Personnel
performing System, volume, parallel, integration, regression, and end-to-end
testing may proportionally allocate their time to all Development and
Maintenance and Support Projects within a system release in accordance with
Schedule I.

Amdocs will:

     1.   Provide test services for AT&T's Application Software developed or
          modified by Amdocs prior to introducing and releasing the changes into
          the AT&T production environment. Test services will use AT&T standard
          tools and processes.

     2.   [**].

     3.   Establish Equipment and Application Software testing configurations as
          required.

     4.   Develop and maintain test data and repositories.

     5.   [**].

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     6.   Develop performance, volume, parallel, end to end, and integration
          test plans and schedules as required by the specific Projects.

     7.   Coordinate LAN/WAN connectivity testing.

     8.   Verify compliance with AT&T's testing specifications and requirements.

     9.   Complete all required testing documentation.

     10.  Record, validate and report test results.

     11.  Conduct walkthroughs of test plans and results.

     12.  Correct, track and report defects.

     13.  Monitor and review production defects in order to improve test models
          over time (eg., lessons learned, production defect forensics, etc.)

     14.  Through CM/PM time reporting, allocate Supplier Personnel testing time
          to the applicable Development or Maintenance and Support Project, or
          allocate such time across several Projects when the testing is
          intended to benefit more than one Project. Supplier Personnel
          performing System, Volume, Parallel, Integration, Regression, and
          End-to-End testing may proportionally allocate their time to all
          Development and Maintenance and Support Projects within a system
          release.

10.2 END USER ACCEPTANCE AND WEEKEND DEPLOYMENT PRODUCTION TESTING

Amdocs' work effort expended against activities in this section will be
allocated to specific Projects, or allocated across several Projects when the
testing is intended to benefit more than one Project. Supplier Personnel
performing System, volume, parallel, integration, regression, and end-to-end
testing may proportionally allocate their time to all Development and
Maintenance and Support Projects within a system release in accordance with
Schedule I.

Amdocs will:

     1.   Perform user acceptance testing support Services and weekend
          deployment production testing for AT&T's Application Software
          developed or modified by Amdocs.

     2.   Assist AT&T's personnel in developing user acceptance test plans and
          acceptance criteria.

     3.   Implement a matrix of End User and design requirements to test cycles
          and scripts.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 22

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     4.   [**].

     5.   [**].

     6.   Record and report user acceptance testing results.

     7.   Coordinate and manage user acceptance testing activities.

     8.   Review and obtain approval of user acceptance testing results from End
          Users.

     9.   [**].

10.3 CLEC TESTING

Amdocs' work effort expended against activities in this section will be
allocated to specific Projects, or allocated across several projects when the
testing is intended to benefit more than one Project. Supplier Personnel
performing System, volume, parallel, integration, regression, and end-to-end
testing may proportionally allocate their time to all Development and
Maintenance and Support Projects within a system release in accordance with
Schedule I.

Amdocs will:

1.   [**].

2.   [**].

3.   [**].

4.   [**].

11.0 DEPLOYMENT SERVICES ([**] PHASE 4 AND 5)

Amdocs' work effort expended against activities in this section will be
allocated to specific Projects, or allocated across several Projects when the
testing is intended to benefit more than one Project. Supplier Personnel
performing System, volume, parallel, integration, regression, and end-to-end
testing may proportionally allocate their time to all Development and
Maintenance and Support Projects within a system release in accordance with
Schedule I.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 23

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

Amdocs will:

     1.   Assume responsibility for deploying all Application Software developed
          or modified by Amdocs in a manner that minimizes disruption to AT&T's
          business environment in compliance with AT&T's CMMi approach and the
          Change Management Procedures.

     2.   Identify potential deployment conflicts and coordinating resolution
          with appropriate parties.

     3.   Coordinate with System owners and deployment managers.

     4.   Develop deployment and transition strategies and plans. [**].

     5.   Develop data migration strategies and plans.

     6.   Develop a contingency plan for each deployment that will include,
          where appropriate, back-out procedures, notification and escalation
          lists, work-around plans, affected resources, and risk assessments.

     7.   Develop and report business risk and impact analysis.

     8.   Develop and report technical risk and impact analysis.

     9.   Ensure that Amdocs developed or modified Application Software moved
          into production complies with Strategic Decisions, AT&T Rules and
          AT&T's architecture standards and strategy.

     10.  Coordinate and monitor installation activities.

     11.  Conduct pre-deployment readiness reviews.

     12.  Coordinate the deployment of System software per deployment plan.

     13.  Schedule deployment dates.

     14.  Provide input to definition and control of production schedules.

     15.  Perform deployment testing.

     16.  Summarize and report test results.

     17.  Prepare documentation and orientation training for infrastructure
          personnel, Help Desk personnel and any other pertinent personnel
          delivering services to the End User.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 24

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     18.  [**].

     19.  [**].

     20.  Provide support for the deployment of Application Software as outlined
          in the deployment plan (e.g., planning, testing, data migration,
          monitoring and problem resolution).

     21.  Coordinate deployment and promotion (i.e., moving from test to
          production) of Application Software with End Users, Data Center
          production control and scheduling organizations.

     22.  Migrate data.

     23.  Conduct post-deployment analysis to assess Application Software
          effectiveness, cost, usability and End User satisfaction.

     24.  Conduct post-deployment technical analysis, documenting lessons
          learned, and recommendations for implementing continuous improvement.

     25.  Inform AT&T when any AT&T selected Application Software which is Third
          Party Software does not comply with Strategic Decisions and AT&T
          architecture standards and strategy.

     26.  Define and document the data backup and restoration requirements for
          the Disaster Recovery plan for new deployments.

11.1 TRAINING END USERS

Amdocs' work effort expended against the activities in this section will be
considered Project work, which will be categorized by AT&T as Development or
Maintenance and Support at the Project's inception.

Amdocs will:

     1.   [**].

12.0 MAINTENANCE AND SUPPORT SERVICES

Amdocs' work effort expended against activities in Section 12 will be considered
Maintenance and Support.

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      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


                                     Page 25

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

12.1 RESOURCES

Amdocs will perform Maintenance and Support Services including:

     1.   Provide Supplier Personnel to perform Maintenance and Support Services
          that are productive and well trained, and meet the delivery
          projections and Service Levels in support of the Application Software,
          as such Application Software may be changed, supplemented or replaced
          during the Term.

     2.   [**].

     4.   Prepare monthly reports detailing Maintenance and Support work efforts
          with sufficient detail to identify the hours and activities directly
          performed for AT&T as defined in SCHEDULE Q.

12.2 ERROR CORRECTION AND PROBLEM MANAGEMENT

12.2.1 ERROR CORRECTION

Amdocs will:

     1.   Provide impact analysis and initial classification of Application
          maintenance problems and communicate them to AT&T.

     2.   Resolve all Application Software maintenance problems that require
          database, code or operational modifications as a result of error
          correction.

     3.   Take responsibility for Amdocs maintained Application Software:

     2.1  Identifying Software and database problems.

     2.2  Notifying the applicable third party supplier.

     2.3  Arranging for the corrections to be made.

     2.4  Coordinating the corrections.

     2.5  Testing the corrections.

     2.6  Scheduling the installation of the corrections into production and
          minimizing off releases.

     2.7  Promoting the change to production.

     3.   Report problems in accordance with AT&T's problem management process.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 26

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     4.   Perform Root Cause Analysis for problems defined as Severity Level 1
          or Severity Level 2, and providing the analysis to AT&T personnel.

     5.   Update user, System, and operations documentation as necessary.

     6.   Participate in Application Software-related crisis (e.g. recurring
          Severity Level 1 issues, outages, database corruption, malicious code
          or incursion, service order recoveries, other major Application
          Software-related problems) management and resolution, as directed by
          AT&T (i.e., notify AT&T of crisis if aware, monitor, escalate,
          resolve, etc.).

     7.   Participate in post-mortem reviews for error corrections.

     8.   Provide emergency support in order to:

     8.1  Prevent production abnormal program terminations.

     8.2  Correct errors or invalid data.

     8.3  Rectify any other problems that may occur associated with Application
          Software and databases ("fix when broken"). This includes taking any
          action necessary to reinstate both the Application Software and the
          Services to AT&T, including coordination with mainframe, application
          and utility server operations to restart or amend production
          schedules.

     9.   Work closely with appropriate AT&T personnel and AT&T Third Party
          Contractors to ensure appropriate progress reporting and effective
          production problem resolution.

     10.  Continuously perform trend analyses on the volume and nature of
          defects in order to identify areas for improvement. Provide reports as
          outlined in SCHEDULE Q.

     11.  Perform error correction activities based on the severity of the
          problem as required to comply with the Service Levels and as indicated
          below:

     11.1 [**].

     11.2 [**].

     11.3 Adhere to AT&T Standards for defect management for all Severity
          Levels.

12.2.2 PROBLEM MANAGEMENT

Amdocs will:

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


                                     Page 27

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     1.   Track and manage all problems and requests arising in the Services
          using AT&T-approved problem management tools.

     2.   Resolve problems and requests arising from or related to the Services,
          including making any changes necessary to provide the Services and
          meeting all required Service Levels, in accordance with Change
          Management Procedures, provided that Amdocs may make temporary
          emergency changes as provided in Section 9.6 of the Agreement.

     3.   Emphasize the elimination or quick resolution of problems and
          requests; maintaining clear accountability; meeting End User
          expectations; and meeting specified Service Levels.

     4.   Perform proactive and reactive troubleshooting to effectively identify
          and resolve problems and requests.

     5.   Employ procedures for proactive monitoring, logging, tracking,
          escalation, review, and reporting, both historical and predictive, for
          all problems and requests.

     6.   Comply with AT&T's "Enterprise Defect Management" process that
          facilitates effective coordination across functions, locations,
          regions, and other vendors providing services to AT&T consistent with
          the AT&T IT quality policy.

     7.   Implement a process that establishes end-to-end responsibility and
          ownership of each problem and request to a single Amdocs support
          person, thus minimizing redundant contacts with AT&T. Ownership of the
          problem or request will be driven by the End User's needs and will
          minimize transfers to multiple parties.

     8.   Categorize and document the relative importance of each problem and
          request according to Severity.

     9.   Monitor, control and manage each problem and request arising from or
          relating to the Services until it is corrected or resolved, and an End
          User confirms such resolution and completeness via access to the AT&T
          problem management system.

     10.  To the extent a problem or request does not arise from or relate to
          the Services, quickly refer such problem or request to the appropriate
          entity for resolution, including remaining responsible for the status
          of that problem or request until it is corrected or resolved and AT&T
          confirms such resolution and completeness.

     11.  Engage and manage third party vendors as necessary to localize and
          resolve problems and requests associated with the Services.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 28

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     12.  Coordinate problem and request tracking efforts and notification to
          AT&T through the AT&T problem management system, currently Vantive,
          and other third party vendors; and maintain regular communications
          between all parties until resolution.

     13.  Continuously perform trend analyses on the volume and nature of
          problems and requests in order to identify areas for improvement and
          reporting on the trend analyses and improvements to AT&T on at least a
          quarterly basis and providing defect metrics as defined and requested
          by AT&T.

     14.  Implement measures to avoid unnecessary reoccurrence of problems and
          requests.

     15.  Perform Root Cause Analysis and event correlation for all problems and
          requests; identifying and documenting preventive measures; and making
          recommendations to fix root causes.

     16.  Fix problems to the root cause.

     17.  Utilize AT&T's problem management system, currently Vantive, and
          enhancing processes to proactively perform Problem Management.

12.2.3 PROBLEM MANAGEMENT COMMUNICATION AND NOTIFICATION

Amdocs will:

     1.   Maintain communications and provide reports to AT&T and third party
          vendors from the time a problem or request is identified, through
          resolution and, as necessary, through any follow-up communication and
          work required post-resolution.

     2.   Provide prompt notification to AT&T of System outages on critical
          Systems, and otherwise providing affected AT&T with regular and timely
          progress updates that clearly indicate the nature of the problem or
          request, the estimated time to completion, and potential short-term
          alternatives.

     3.   Communicate the status of Severity Level 1 and Severity Level 2
          problems or requests on at least a daily basis, or more frequently as
          requested by AT&T.

     4.   Track and report any backlog of unresolved Severity Level 1 and
          Severity Level 2 defects or requests on at least a daily basis, or
          more frequently as requested by AT&T.

     5.   If Amdocs believes a problem or request cannot be resolved,
          communicate the nature of the problem or request to the appropriate
          level within AT&T as directed by AT&T,

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 29

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

          communicating the reasons why Amdocs believes the problem or request
          cannot be resolved, and obtaining AT&T approval before closing the
          problem or request.

     6.   In the event there is a recurring problem or request, at AT&T's
          request, conduct meetings to address the Amdocs' resolution
          activities.

     7.   Provide exception reports using formats and media as directed by AT&T.

     8.   Provide AT&T with regular and ad hoc electronic reports on problems
          and request including: statistics on total numbers of problems and
          requests, outstanding problems and requests, resolution time, chronic
          outages, performance, and trend analysis.

12.2.4 PROBLEM MANAGEMENT ESCALATION

Amdocs will:

     1.   Escalate unresolved problems and requests according to procedures
          approved by AT&T, and automatically prioritizing high-impact problems
          and requests such that, when such problems and requests occur, they
          are treated with the highest priority.

     2.   Use escalation procedures reflecting and describing:

     2.1. Severity of the problem or request.

     2.2  Location of the problem or request and the names and numbers of
          affected End Users.

     2.3  Elapsed time before a problem or request is escalated to the next
          higher Severity Level.

     2.4  Levels of involvement and notification of Amdocs management and AT&T
          management at each Severity Level.

12.3 PREVENTIVE MAINTENANCE

Amdocs will:

     1.   Perform Application Software tuning, code restructuring, and other
          efforts to improve the efficiency and reliability of programs and to
          minimize ongoing maintenance requirements.

     2.   Assess opportunities to reduce or avoid costs associated with Systems
          support and operations, regardless of platform.

     3.   Monitor and analyze trends to identify potential problems.

                      RESTRICTED - PROPRIETARY INFORMATION
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                          except by written agreement.


                                     Page 30

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     4.   Utilize AT&T's approved performance tools to help identify areas where
          preventive maintenance might be performed to improve Application
          Software efficiency.

     5.   Benchmark the performance of Application Software prior to production
          installation of improvement processes as part of an approved plan, at
          AT&T's request.

     6.   Perform such efforts within the authorized funding for each item of
          the Application Software and recommend any preventive maintenance for
          AT&T's approval that will decrease AT&T's costs.

     7.   Ensure that standards are approved by AT&T and are followed during the
          installation of Application Software.

12.4 SYSTEM OPTIMIZATION

Amdocs will perform system optimization to facilitate AT&T's hardware and
software costs savings and comply with applicable Service Levels, including
automating manual tasks associated with the Maintenance and Support Services.

12.5 CHANGES IN LAW

Amdocs will:

     1.   Perform Maintenance and Support Services as required by changes in
          Law.

     2.   Recommend and perform Maintenance and Support Services modifications
          to maintain compliance with Laws as changed.

     3.   Perform such modifications, including testing, evaluating and
          validating such modifications, within timeframes required by Laws or
          interconnection agreements or other serving arrangements AT&T for any
          Eligible Recipient, or within acceptable timeframes as otherwise
          agreed by AT&T for compliance.

     4.   Implement changes that are included in the scope of the Maintenance
          and Support Services including within timeframes as established by the
          change in Law, to reflect interconnection agreements, tariffs,
          agreements or other serving arrangements AT&T for any Eligible
          Recipient, including through End User table management Systems, or
          otherwise.

     5.   Oversee the performance of all modifications to Application Software
          performed by any Entity, verify all modifications to the Application
          Software are performed in

                      RESTRICTED - PROPRIETARY INFORMATION
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                          except by written agreement.


                                     Page 31

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

          connection with changes in Laws are performed within timeframes
          required by Laws interconnection agreements or other serving
          arrangements AT&T for any Eligible Recipient, or within acceptable
          timeframes as otherwise agreed by AT&T, and provide progress reports
          on such modification to AT&T at regular intervals.

     6.   Support any testimony for and, as required by AT&T and/or any Eligible
          Recipient, participate in and provide any necessary Amdocs Personnel
          as witnesses before, any local, regional, national and international
          regulatory agency, governmental body or court of competent
          jurisdiction, as it relates to any of the Services performed for or on
          behalf of AT&T and/or any Eligible Recipient, or to Amdocs'
          responsibilities herein.

12.6 REGULATORY, LEGAL AND ACCOUNTING SUPPORT

Amdocs will:

     1.   Support and, as requested by AT&T and/or any Eligible Recipient,
          prepare for and/or participating in, any litigation reviews,
          regulatory reviews, audits, compliance assessments and data-gathering
          exercises, including those that AT&T and/or any Eligible Recipient is
          considering instigating.

     2.   Support and provide data for any local, regional, national and
          international regulatory agency or governmental body Requests For
          Information ("RFIs") however denominated, and any other litigation,
          arbitration, compliance with Law or regulatory discovery process.

     3.   [**].

12.7 PRODUCTION CONTROL AND SCHEDULING

Amdocs will:

     1.   Support the 24 x 7, production-processing schedule as required by
          AT&T.

     2.   Update access and parameter tables contained within Application
          Software where applicable.

     3.   Coordinate with production staff for scheduling.

12.8 OPERATIONS SUPPORT

Amdocs will:

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 32

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 1
                                                                    ADM Services

     1.   Update System change request status.

     2.   Support operations staff with scheduling, backout recovery, job
          balancing, production output monitoring for completion and
          correctness, and monitoring exception logs.

     3.   Communicate effectively with AT&T's management.

     4.   Perform ad hoc reporting.

     5.   Create and maintain reasonable documentation for all Application
          Software and End User procedures that affect operations.

12.9 TIME REPORTING

     1.   Amdocs Personnel will promptly report their work hours to the correct
          Development Projects or Maintenance and Support Services where their
          actual time was spent.

     2.   Work hours will be reported through AT&T's approved time reporting
          system (currently CM/PM). Time must be reported [**].

     3.   Amdocs Personnel will assist AT&T with establishing and maintaining
          appropriate work activities within each Project using AT&T's time
          reporting process (currently CM/PM) to ensure Amdocs Personnel
          correctly report their time to work activities eligible for software
          capitalization.

     4.   At the beginning of each year, EAPs will be established for Amdocs
          administrative activities that are chargeable to Development or
          Maintenance and Support. Amdocs Personnel will use these tracking
          codes to record time spent complying with Amdocs administrative
          policies, attending and creating support materials for governance
          meetings, and all other activities not related to specific Development
          or Maintenance and Support efforts.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 33
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 2
                                                                General Services

                               SCHEDULE D (PART 2)

                                GENERAL SERVICES

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0 INTRODUCTION ..........................................................    1
2.0 PHYSICAL SECURITY ADMINISTRATION ......................................    1
   2.1 AT&T SITES .........................................................    1
   2.2 NON-AT&T SITES .....................................................    1
3.0 LOGICAL SECURITY ADMINISTRATION .......................................    2
   3.1 LOGICAL DATA AND SYSTEM SECURITY ...................................    2
   3.2 VIRUS PROTECTION ...................................................    4
4.0 ASSET INVENTORY AND MANAGEMENT ........................................    5
5.0 FACILITIES MANAGEMENT AND SUPPORT .....................................    5
6.0 BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES ....................    5
   6.1 BUSINESS CONTINUITY ................................................    5
   6.2 DISASTER RECOVERY PLANNING .........................................    6
   6.3 DISASTER RECOVERY AND BUSINESS CONTINUITY TESTING ..................    6
   6.4 DISASTER RECOVERY ACTIVITIES .......................................    7
7.0 EVALUATION AND TESTING ................................................    8
8.0 REFRESH AND TECHNICAL CURRENCY ........................................    9
   8.1 APPLICATION SOFTWARE CURRENCY AND RELEASE LEVELS ...................    9
   8.2 THIRD-PARTY SOFTWARE CURRENCY AND RELEASE LEVELS ...................    9
9.0 END USER OPERATIONS DOCUMENTATION .....................................   10
10.0 ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS .......................   10
   10.1 BUSINESS DIVESTITURES .............................................   10
   10.2 BUSINESS ACQUISITIONS .............................................   11
11.0 CONSOLIDATION AND RELOCATION SERVICES ................................   11
12.0 TRAINING AND EDUCATION ...............................................   12
   12.1 TRAINING FOR NEW END USERS ........................................   12
13.0 MOTS UPDATES .........................................................   12
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

                                GENERAL SERVICES

This is Part 2 to Schedule D of the Agreement. Capitalized terms not defined in
this Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM Services.

1.0  INTRODUCTION

As of the Commencement Date, Amdocs will be responsible for providing the
General Services described in this Schedule and the other Services described
under the Agreement. This Schedule sets forth the common General Services that
Amdocs will provide for all Services. Requirements that are unique to particular
Services are described in the respective Schedules. As of the Commencement Date,
AT&T will provide appropriate logical access to Amdocs to the Systems, Equipment
or Software to perform its assigned responsibilities.

Amdocs' work effort expended against activities outlined in this Schedule will
be considered Maintenance and Support, unless required to complete a Development
Project and such activities are approved by AT&T and included in the approved
Project plan.

2.0  PHYSICAL SECURITY ADMINISTRATION

2.1  AT&T SITES

Amdocs will:

     1.   Comply with all AT&T physical security policies, standards and
          procedures, as they may be revised or updated, provided that such
          revisions or updates are provided to Amdocs in advance in writing.

     2.   [**].

     3.   Obtain AT&T's permission prior to implementing any supplemental
          physical security provisions at AT&T Sites.

2.2  NON-AT&T SITES

Where Amdocs uses Supplier Facilities or other locations and facilities approved
by AT&T other than AT&T Sites to support the provision of Services to AT&T,
Amdocs will:

     1.   [**].

     2.   [**].

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                               written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

     3.   Perform all physical security functions (e.g., identification badge
          controls, alarm responses) at facilities under Amdocs' control.

3.0  LOGICAL SECURITY ADMINISTRATION

3.1  LOGICAL DATA AND SYSTEM SECURITY

Amdocs will:

     1.   Establish and maintain safeguards against the unauthorized access,
          destruction, loss or alteration of AT&T Data. Amdocs will implement
          safeguards in accordance with Section 13.2 of the Agreement.

     2.   Manage and administer access to the Systems, Software and AT&T Data,
          including:

          1.   Comply with AT&T Operating Practice 113 - Protection of
               Electronic Information and Sarbanes Oxley tier one application
               financial controls.

          2.   AT&T will retain authority for approval of all AT&T Data,
               Software and System access requirements.

          3.   AT&T will notify Amdocs regarding the entities and personnel to
               be granted access to the Systems and the level of security access
               granted to each.

          4.   Follow AT&T's instructions and procedures regarding such access /
               deactivation of access as designated by AT&T.

          5.   Review all documented information security procedures with AT&T
               pertaining to the Systems.

          6.   Develop, maintain, update and implement security procedures with
               AT&T's review and approval, including physical access strategies
               and standards.

          7.   Assist in the development and utilization of an action plan and
               escalation procedures for any potential or actual security
               breaches with AT&T's review and approval, and report any
               potential or actual security breaches to AT&T per the
               AT&T-approved action plan.

          8.   Monitor users of the Systems and Services for authorized access,
               and monitoring, reviewing and responding in a timely and
               appropriate manner to access violations.

          9.   Notify AT&T in the event of a security violation or unauthorized
               attempt to access or alter AT&T Data, where the notification and
               escalation is made according to AT&T security policy guidelines
               and procedures.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

          10.  Conduct periodic reviews, as appropriate, to validate that
               individual employee access to programs and libraries is
               appropriate.

          11.  Capture data regarding routine access and exceptions for audit
               trail purposes, and make such data available to AT&T upon
               request.

          12.  Perform security audits, provide incident investigation support
               and initiate corrective actions to minimize and prevent security
               breaches.

          13.  Provide reports on violation and access attempts, and retain
               documentation of the investigation.

          14.  Obtain AT&T's approval of, and then install, update and maintain
               Software that will provide security monitoring, alarming and
               access tracking functionality for Amdocs-operated Systems and
               Software.

          15.  Utilize AT&T security access control tools for AT&T Data, Systems
               and Software, in compliance with AT&T Rules, security policies,
               standards and procedures; and maintain such security and access
               control devices in proper working order.

          16.  Cooperate to establish and administer procedures to monitor and
               control remote data communication access to AT&T Data, Systems,
               Software, Equipment and all other data.

          17.  Develop, implement and maintain a set of automated and manual
               processes designed to enforce AT&T's data access and security
               policies.

          18.  Establish appropriate procedures, forms and approval levels for
               assigning, resetting and disabling user identifications and
               passwords used for AT&T Data or Systems access by End Users, and
               execute all related administration for user identification and
               passwords. Amdocs is responsible for all related administration
               for user identifications and passwords.

          19.  Implement and maintain a secure online database of all access
               requests, access rights and approval authorities.

          20.  Communicate with End Users regarding requests for System or data
               access.

          21.  Run periodic reports to identify accounts that should be removed,
               or unusual disk space usage of a particular End User or group.

          22.  Coordinate System password changes and, subject to AT&T's
               approval, change and test all local passwords as required.

          23.  Provide ADM security support and advice.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

          24.  Perform backup and recovery procedures in response to security
               violations that result in lost or damaged information.

          25.  Respond to all security audit requests from AT&T, e.g., AT&T form
               SW908 and regulatory authorities.

          26.  Cooperate and assist with efforts by AT&T and/or representatives
               of AT&T for security tests.

          27.  Establish and maintain safeguards against the unauthorized
               access, destruction, loss or alteration of AT&T Data in the
               possession of Amdocs in accordance with Section 13.2 of the
               Agreement.

          28.  Perform such other work as the Parties may agree that Amdocs will
               perform after performing a detailed demarcation of in/out of
               scope security responsibilities during the Transition Period,
               provided AT&T has approved such demarcation and work allocation.

3.2  VIRUS PROTECTION

Amdocs will:

     1.   Install, update, operate and maintain virus protection Software on all
          Systems used to deliver or support the Services.

          1.   Install updates to virus-protection Software as needed or as
               directed by AT&T, according to the Service Levels required by
               AT&T and the terms of the Agreement, and no later than
               twenty-four (24) hours after such updates are made available to
               Amdocs, or qualified third parties selected by Amdocs and
               approved by AT&T in accordance with the Agreement (i.e.:
               Microsoft Tuesday Patches)

          2.   Upon detection of a virus, take immediate steps to notify AT&T;
               assess the scope of damage; arrest the spread and progressive
               damage from the virus; eradicate the virus; restore all Software
               to its pre-virus state and scrub the virus from all data.

          3.   Provide the capability to scan diskettes, drives or other media
               for viruses upon demand.

          4.   Develop any plans necessary to provide virus protection.

          5.   Respond to virus incidents.

          6.   Provide proactive alerts to end users relative to current virus
               threats either specific to AT&T's environment, encountered in
               Amdocs' environment, or based on industry information.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

4.0  ASSET INVENTORY AND MANAGEMENT

With respect to AT&T assets utilized by Amdocs Personnel, Amdocs will:

     1.   [**], the initial inventory [**]. This initial inventory [**].

          1.   [**] the initial inventory [**].

          2.   [**] the current inventory [**].

          3.   Comply with AT&T leases and licenses for all AT&T assets in the
               possession of Amdocs.

          4.   Notify AT&T of any non-compliance with any AT&T leases and
               licenses.

          5.   Return AT&T assets to AT&T as requested by AT&T.

5.0  FACILITIES MANAGEMENT AND SUPPORT

With respect to facilities management and support in the event computing or
communications Equipment is required at Amdocs Facilities , Amdocs will:

     1.   Establish and maintain proper and adequate facilities; Equipment and
          supplies at Amdocs Facilities, and a properly trained and
          appropriately sized management and support staff.

          1.   Properly manage, coordinate and oversee all maintenance, testing
               and monitoring of facilities Systems, air handlers and
               uninterruptible power supply Systems at Amdocs Facilities.
               Provide physical security for the Amdocs Facilities as described
               in the physical security requirements in this Schedule.

     2.   Comply with AT&T Rules and AT&T's physical access procedures and
          standards for remote locations, working with AT&T's building
          operations and site management department as required.

6.0  BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES

Amdocs will maintain Business Continuity and Disaster Recovery Services (BC/DR)
and the corresponding OBCP (Operational Business Continuity Plans) for the
Services under the Agreement.

6.1  BUSINESS CONTINUITY

AT&T will retain responsibility for its Business Continuity plans (OBCP) and
management activities and will approve Amdocs' activities in advance.

Amdocs will:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 5

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

     1.   Update, maintain, manage, test and implement any portion of AT&T's
          Business Continuity plans and activities that relate to the continued
          provisioning of the Services.

     2.   Review AT&T's Business Continuity plans during the Transition Period,
          and update contact names within two weeks after Commencement Date.

          1.   Document the manner and procedures by which Amdocs will assist
               with AT&T's Business Continuity and Emergency Personnel Response
               strategies.

          2.   Provide a single point of contact for AT&T's Business Continuity
               plans, related communications and other activities that are
               Amdocs' responsibility.

          3.   Assist AT&T in developing and maintaining business impact
               analysis documentation.

6.2  DISASTER RECOVERY PLANNING

Amdocs will:

     1.   Maintain and continually enhance Disaster Recovery plans (e.g., ARMS)
          for the Services throughout the Term of an Agreement, including
          enhancements required due to the introduction and use of new or
          changed Application functionality, resource units, processes, business
          functions, locations and priorities. AT&T will approve all Disaster
          Recovery plans and modifications to such plans.

          1.   Integrate the Disaster Recovery plans related to the Services
               with any AT&T Business Continuity plans and activities.

          2.   Continuously review Application Software's compliance with AT&T's
               record and data retention (e.g., magnetic media) policies.

          3.   Work with AT&T on an annual basis to review and or modify the
               priorities of the critical Applications.

          4.   Work with AT&T to incorporate security measures, as defined for
               normal operations, into the Disaster Recovery plans.

     2.   Review Disaster Recovery plans for the Services during the Transition
          Period, and update key personnel contact names within two weeks of
          Commencement Date.

     3.   Maintain a list of key personnel contacts and notification procedures
          for AT&T, Amdocs, Amdocs Personnel and third-party vendor personnel.

6.3  DISASTER RECOVERY AND BUSINESS CONTINUITY TESTING

Amdocs will:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 6

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

     1.   Work with AT&T to jointly establish test objectives as designed for a
          successful test execution of the Disaster Recovery plan.

     2.   Subject to the availability of AT&T-designated test sites, schedule
          and test all components of the Disaster Recovery and Business
          Continuity plans at least annually in cooperation with AT&T, its
          designees, any testing and recovery providers and any other
          third-party vendors providing services to AT&T.

     3.   Schedule testing dates with AT&T's approval and give AT&T and its
          representatives the opportunity to observe and participate in the
          tests.

     4.   Assume coordination and administrative responsibility for third-party
          vendors utilized by AT&T during testing in accordance with the
          Disaster Recovery and Business Continuity plans.

     5.   Operate and manage the Services during periodic Disaster Recovery and
          Business Continuity tests.

     6.   Provide AT&T with a formal report of the test results within thirty
          (30) days of each test. At a minimum, these reports will include:

          1.   The results achieved.

          2.   A comparison of the results to the measures and goals identified
               in the respective Business Continuity plans.

          3.   A report on the feedback from End Users as to the adequacy of
               continuity for their respective areas.

          4.   A plan and a schedule to correct any gaps revealed during
               testing.

     7.   Retest within ninety (90) days or sooner depending on the criticality
          of the failure or as requested by AT&T, if any disaster simulations
          fail to achieve specified results.

     8.   Update the Disaster Recovery plans upon re-testing and verify that the
          corrective measures were successful.

6.4  DISASTER RECOVERY ACTIVITIES

Amdocs will:

     1.   Report disasters or potential disasters to AT&T immediately upon
          identification based on parameters defined in the Disaster Recovery
          plans, and consult with AT&T for an official declaration of a disaster
          as appropriate.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 7

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

          1.   Monitor and participate in the execution of the Disaster Recovery
               plans upon the occurrence of a disaster, including restoration of
               the correct version of the Application Software; ensure
               verification data is recovered to the appropriate point in time;
               and provide all other functions associated with the Services.

          2.   Following any disaster, conduct a post-disaster meeting with AT&T
               in order to understand the cause of the disaster; evaluate
               success in implementation of the Disaster Recovery plan; and, if
               appropriate, develop plans to eliminate or mitigate future
               occurrences.

          3.   Restore the Services within a timeframe that is in accordance
               with industry standards for large, well-managed outsourcing
               services companies and at least consistent with AT&T's current
               capabilities.

          4.   Negotiate and manage contracts with third-party vendors providing
               Disaster Recovery services for which Amdocs is financially and
               operationally responsible and, at AT&T's request, assist AT&T as
               appropriate in such negotiation and management to the extent that
               AT&T is financially and operationally responsibility for such
               contracts.

          5.   At all times, maintain strict compliance with the Disaster
               Recovery policies, standards and procedures contained in AT&T's
               Disaster Recovery plans.

          6.   Train Amdocs Personnel and AT&T personnel in Disaster Recovery
               procedures and implementing a process to obtain immediate access
               to such procedures in a disaster situation.

          7.   Work with AT&T to support connectivity to AT&T's mission-critical
               production network and the production host Systems, or to the
               contingency network and the recovery sites as required by the
               Disaster Recovery plans.

     2.   Provide consulting for AT&T's networking requirements at the
          contingency site, including such support for local connectivity to
          required servers and printers.

7.0  EVALUATION AND TESTING

At AT&T's request, Amdocs will:

     1.   Evaluate and test Equipment, Software and related products or services
          prior to their use or deployment in AT&T's environment, with direction
          and final approval from AT&T.

          1.   Participate in evaluations involving new third-party products and
               services.

          2.   Upon AT&T's request, provide corporate reports, summaries or
               results of its evaluation and testing of third-party products and
               services.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 8

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

          3.   Participate in benchmarking new types of software, including
               testing various configurations and combinations of equipment and
               software that may be considered for deployment within AT&T.

          4.   Participate in interoperability and performance measures for
               specific configurations of equipment and software, including unit
               testing, (Component) Integration testing, System testing,
               regression testing, connectivity testing, load/stress testing,
               and User Acceptance Testing (UAT), weekend deployment production
               validation testing.

          5.   [**].

          6.   Identify, support and coordinate as necessary with other AT&T IT
               functions and third-party vendors, any specific equipment,
               software and/or telecommunications required for interoperability
               and performance testing.

          7.   Provide a complete test plan for AT&T's approval prior to
               testing.

          8.   Report test findings and recommendations to AT&T.

8.0  REFRESH AND TECHNICAL CURRENCY

At AT&T's request, Amdocs will upgrade or replace Third-Party Software used to
develop and maintain Application Software throughout the Term in accordance with
the AT&T Rules, AT&T technical architecture and the Long-Range IT Plan.

8.1  APPLICATION SOFTWARE CURRENCY AND RELEASE LEVELS

With respect to Application Software currency and release levels, Amdocs will,
in accordance with the Agreement and in addition to its other responsibilities
thereunder:

     1.   Provide and support Application Software under the N Release Level.

     2.   Support N-1 Release Level and earlier versions of the Application
          Software as required by AT&T.

          1.   Maintain all Application Software with current supported
               Third-Party Software in accordance with Section 8.2 of this
               Schedule.

8.2  THIRD-PARTY SOFTWARE CURRENCY AND RELEASE LEVELS

Amdocs will:

     1.   Implement and maintain Third-Party Software in accordance with the
          Change Management Procedures, AT&T Rules and TSS for software
          standards, except when expressly directed otherwise by AT&T.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 9

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

     2.   Implement updates or changes in a Third Party Software version to the
          production environment in accordance with an approved Work Request.

9.0  END USER OPERATIONS DOCUMENTATION

All documentation maintained by Amdocs will be subject to AT&T's right to
approve such documentation and will conform to the AT&T documentation standards.

Amdocs will:

     1.   Develop and maintain documentation on all Software for which Amdocs is
          responsible.

     2.   Maintain a current copy of all documentation on servers located on
          AT&T's facilities.

          1.   Document Application requirements that affect operations, along
               with procedural information and contact information for each
               Application.

          2.   Document procedures to be utilized by End Users for the correct
               use of Software.

          3.   Make all documentation available in paper copies and
               electronically, and, wherever possible, using documentation that
               is Web-enabled for access by End Users and AT&T.

          4.   Audit documentation regularly for completeness and accuracy and
               verify that all documentation is present, organized, readable and
               updated, including reporting the resultant audit findings to AT&T
               on a regular basis and where it is determined that documentation
               is inaccurate (e.g., erroneous or out of date), correct and
               replace such documentation.

10.0 ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS

As directed by AT&T and subject to the Agreement, Amdocs will perform the
following Services with respect to business transactions:

10.1 BUSINESS DIVESTITURES

With respect to business divestitures, Amdocs will:

     1.   [**].

          1.   [**].

          2.   [**].

          3.   [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                    Page 10

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

          4.   [**].

          5.   [**].

10.2 BUSINESS ACQUISITIONS

With respect to business acquisitions, Amdocs will perform all Services in
connection with, and provide all Services to, any unit acquired in a business
acquisition, including:

     1.   [**].

          1.   [**].

          2.   [**].

          3.   [**].

          4.   [**].

          5.   [**].

          6.   [**].

          7.   [**].

11.0 CONSOLIDATION AND RELOCATION SERVICES

With respect to consolidation and relocation of AT&T's operations and locations,
Amdocs will:

     1.   Provide all services normally expected of the IT organization in
          support of these activities.

          1.   Provide changes to its Equipment, Software, processes and overall
               environment to support such consolidation and relocation.

          2.   Provide transition planning for consolidation and relocation.

          3.   Perform installations, moves, adds and changes associated with
               consolidation and relocation.

          4.   Support Application related infrastructure changes due to
               consolidation and relocation.

          5.   Provide temporary staffing as required ensuring uninterrupted
               services.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                    Page 11

<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule D, Part 2 - General Services

          6.   Perform increased data and physical security.

          7.   Perform increased Disaster Recovery planning.

12.0 TRAINING AND EDUCATION

12.1 TRAINING FOR NEW END USERS

Refer to Schedule D Part 1, Section 11.1.

13.0 MOTS UPDATES

          1.   [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 12
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 3
                                                   LightSpeed Knowledge Transfer

                               SCHEDULE D (PART 3)

                          LIGHTSPEED KNOWLEDGE TRANSFER

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                           except by written agreement

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 3
                                                   LightSpeed Knowledge Transfer

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.0 INTRODUCTION............................................................   1
   1.1 DEFINITION:..........................................................   1
   1.2 MODEL:...............................................................   1
   1.3 ADDITIONAL KNOWLEDGE TRANSFER........................................   1
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                           except by written agreement


                                        i

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 3
                                                   LightSpeed Knowledge Transfer

                          LIGHTSPEED KNOWLEDGE TRANSFER

This is Part 3 to Schedule D of the Agreement. Capitalized terms not defined in
this Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM Services.

1.0  INTRODUCTION

Amdocs will provide Application tailored training on Amdocs Lightspeed software
to [**] AT&T employees with the objective of preparing them for testing roles on
the Lightspeed program.

1.1  DEFINITION:
     [**]

1.2  MODEL:
     [**]

1.3  ADDITIONAL KNOWLEDGE TRANSFER
     [**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                           except by written agreement


                                        1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

                               SCHEDULE D (PART 4)

                                   GOVERNANCE

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0 INTRODUCTION...........................................................    1

2.0 ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS..............    2

   2.1 AT&T................................................................    2
   2.2 AMDOCS..............................................................    9

3.0 COMMITTEES AND TEAMS...................................................   14

   3.1 EXECUTIVE STEERING COMMITTEE........................................   14
   3.2 MANAGEMENT COMMITTEE................................................   16
   3.3 SERVICE DELIVERY COMMITTEE..........................................   19
   3.4 TECHNICAL STEERING COMMITTEE........................................   22
   3.5 PROGRAM STEERING COUNCIL............................................   23
   3.6 PROGRAM TEAM........................................................   25

4.0 ISSUE ESCALATION PROCEDURES............................................   26
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        i

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

                               SCHEDULE D, PART 4
                                   GOVERNANCE

This is Part 4 to Schedule D of the Agreement. Capitalized terms not defined in
this Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

1.0  INTRODUCTION

This Schedule sets out the Governance structure for the Agreement, the roles and
responsibilities of both Parties to maintain a working relationship, and the
type, content and frequency of the status meetings that will be held. AT&T's
Contract Executive, Contract Manager, Contract Administrator, Quality Assurance
Program Manager, Business Unit Coordinator, Finance Manager, Transition Manager,
Service Level Managers, Technology Architecture Program Managers and AT&T
Retained and Vendor Employee Support Manager comprise the "AT&T Governance
Team." Amdocs' Account Executive, Account Manager, Transition Manager,
Architecture Manager , Service Delivery Managers, Resourcing Manager, Service
Control Manager, Finance Manager, and Human Resource Director comprise the
"Amdocs Governance Team." Amdocs shall replace any member of Amdocs' Governance
Team upon reasonable request by AT&T to Amdocs. The AT&T Governance Team and the
Amdocs Governance Team are collectively referred to in this Agreement as the
"Governance Team". Costs for Amdocs activities associated with the Governance
Team and committees shall be paid by Amdocs and not be billed to AT&T.

Upon notice to the other Party, each Party reserves the right to replace or
substitute members of its own Governance Team in accordance with this Agreement
and change the titles and responsibilities of members of its Governance Team
(with members that have equivalent decision-making authority). Notwithstanding
anything in this Agreement to the contrary, representatives from any Eligible
Recipient shall have the opportunity to attend and participate in Governance
Team meetings as requested by AT&T.

A Party may fill multiple positions in its Governance Team with the same
individual; provided, however, that Amdocs Account Executive and the Amdocs
Account Manager shall be separate individuals.

With respect to meetings under this Agreement, such meetings may be held by
teleconference or videoconference, unless AT&T reasonably requests that such
meetings be held in person at a location designated by AT&T.

If the two Parties cannot agree to what is reasonable, the Governance Escalation
process will be followed. Each Party shall bear its own expenses (travel or
otherwise) in connection with the meetings.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

2.0  ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS

2.1  AT&T

2.1.1 AT&T CONTRACT EXECUTIVE

AT&T's Contract Executive's responsibilities include:

     1.   Managing the overall relationship with Amdocs under this Agreement.

     2.   Providing leadership and guidance to the AT&T Governance organization.

     3.   Working with Amdocs Account Executive and Amdocs Account Manager to
          progress the goals and objectives of the arrangement.

     4.   Resolving escalated issues in accordance with the Governance
          escalation procedures.

     5.   Providing liaison activities and guidance with Amdocs's corporate
          executive leadership in regard to the strategic needs of AT&T.

     6.   Serving as primary interface to AT&T IT senior management.

     7.   Providing overall oversight of the Agreement including services,
          technical and financial oversight.

     8.   Providing input to Long Range IT Planning activities and the
          disaster/business continuity strategy.

2.1.2 AT&T CONTRACT MANAGER

AT&T's Contract Manager has primary operational responsibility for the Agreement
and monitoring Amdocs deliverables and commitments. The Contract Manager's
responsibilities include:

     1.   Monitoring Amdocs and AT&T compliance with the obligations of the
          Agreement.

     2.   Monitoring Amdocs Agreement level deliverable commitments.

     3.   Tracking fulfillment of Amdocs deliverables.

     4.   Managing benchmarking activities, according to the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     5.   Managing the AT&T Governance organization including committee
          establishment and oversight.

     6.   Resolving escalated issues according to the Governance escalation
          procedures.

     7.   Approving or declining all work requests that are in excess of
          pre-established expenditure amounts or circumstances, including New
          Services.

     8.   Managing service level base lining activities as defined in Schedule
          F.

     9.   Evaluating Service Level [**] and approving any action plans resulting
          from critical Service Level Failures.

     10.  Approving, authorizing and overseeing all Agreement related policies
          and procedures.

     11.  Authorizing Amendments to the Agreement.

     12.  Coordination of AT&T third party matters including contract
          management, leases, and license management, except to the extent the
          Agreement expressly requires Amdocs to provide such coordination
          (e.g., Managed Third Parties).

     13.  Coordination with the Amdocs Contract Manager concerning operational
          activities associated with all Amdocs Personnel including onsite and
          offshore resources

     14.  Providing contractor sponsorship.

     15.  Developing and providing metric reporting for AT&T IT leadership.

2.1.3 AT&T CONTRACT ADMINISTRATOR

AT&T's Contract Administrator has primary administrative responsibility for the
Agreement including the management of all reporting and updates to the
Agreement. The Contract Administrator's responsibilities include:

     1.   Ensuring receipt and review of all Amdocs reports required by the
          Agreement.

     2.   Serving as the single point of contact for all requests and
          communications originating from Amdocs with respect to the Agreement.
          Except for day-to-day communications for which alternative procedures
          are described elsewhere in the Agreement, Amdocs shall direct all
          requests and communications required by, permitted under or made in
          connection with the Agreement to the AT&T Contract Administrator.

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                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     3.   Developing standard reporting and communication requirements between
          Amdocs and various staff and organizations within AT&T.

     4.   Developing and assisting with negotiations and dispute resolution
          related to all addendums and updates to the Agreement that are
          required during the Term.

     5.   Assisting with interpretation and intent of the Parties in regard to
          the terms and conditions of the Agreement.

     6.   Assuring ability to audit Amdocs processes.

     7.   Oversight of Agreement Amendment process.

     8.   Managing the dispute resolution process as needed for the Agreement.

     9.   Administration of Policy and Procedure Manual changes.

     10.  Serving as a single point of contact for any document retention
          notices, tax surveys, insurance surveys and general data calls.

     11.  Performing facilities management to ensure appropriate facilities are
          available to Amdocs with the required environmental equipment
          services.

2.1.4 AT&T QUALITY ASSURANCE PROGRAM MANAGER

AT&T's Quality Assurance (QA) Program Manager has the overall responsibility for
tracking the quality of Amdocs' software development processes and deliverables.
The Quality Assurance Program Manager's responsibilities include:

     1.   Developing and implementing processes and procedures to monitor,
          measure and report quality, reliability and performance of Amdocs'
          deliverables, and their conformance to requirements (business and
          technical).

     2.   Verifying, monitoring and reporting to AT&T Amdocs' compliance
          against:

          a.   [**], ITS Quality System standards and SEI CMM Level 2/3
               processes.

          b.   Amdocs' Software Quality Assurance (SQA) plans and activities.

          c.   Amdocs' Software Configuration Management (SCM) plans and
               activities.

          d.   Amdocs' test plans, test activities and test performance.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     3.   Conducting scheduled QA reviews and audits to verify that the Amdocs
          Project activities and Services are following the AT&T Strategic
          Decisions, standards and communicating results to the Service Delivery
          Committee.

     4.   Conducting post Project reviews to identify Amdocs processes and
          activities that worked well, along with areas of improvement.

     5.   Monitoring Amdocs defect resolutions and Root Cause Analysis of
          problems.

2.1.5 AT&T BUSINESS UNIT COORDINATOR

AT&T's Business Unit Coordinator has the overall responsibility for AT&T's
customer relationship with Amdocs and fulfilling AT&T's obligations under the
Transition Plan. The Business Unit Coordinator's responsibilities include:

     1.   Providing advice and counsel to AT&T business units regarding the
          terms and conditions of the Agreement.

     2.   Providing support to AT&T business units in regard to questions and
          issues arising from the delivery of Services.

     3.   Acting as the primary interface between Amdocs' organization and the
          AT&T business unit in regards to issue management and problem
          escalation.

     4.   Assisting AT&T's client facing organization with documenting,
          reviewing, tracking Change Requests, Work Requests and Service issues
          (problems/defects).

     5.   Identifying and escalating service issues related to specific business
          units until resolved.

     6.   Facilitating the project approval process and work authorization in
          accordance with the processes described in the Policy and Procedures
          Manual.

     7.   Overseeing Projects and their status for the AT&T business unit.

     8.   Reviewing and approving or rejecting the AT&T business units User
          Acceptance Testing activities.

     9.   Oversight of Amdocs customer satisfaction survey activities.

     10.  Managing AT&T's obligations and service.

     11.  Approving or rejecting the Transition Plan.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     12.  Monitoring the implementation of Amdocs' service delivery plan.

     13.  Monitoring all service delivery processes and tracking that the
          Service Level reporting mechanisms are established and operational to
          AT&T's satisfaction.

     14.  Monitoring all service delivery processes and deliverables to ensure
          Amdocs compliance with regulatory requirements.

     15.  Establishing and coordinating Amdocs demarcation with AT&T's
          business-operating environment for the entire account.

     16.  Oversight of any Amdocs End User training activities.

2.1.6 AT&T FINANCE MANAGER

AT&T's Finance Manager oversees all financial activities related to the
Agreement and the delivery of Services. The Finance Manager's responsibilities
include:

     1.   Assisting the AT&T Area Financial Manager in establishing and managing
          the overall budget in connection with the Agreement.

     2.   Performing any required research and analysis of AT&T IT Base Case.

     3.   Monitoring that savings objectives for the Agreement are being met.

     4.   Assisting the AT&T Area Financial Manager in reviewing and approving
          or rejecting financial analysis for all Amdocs sponsored initiatives
          to ensure financial viability.

     5.   Assisting in and supporting, as needed, the review of monthly charges
          to assure the accuracy of Amdocs charges, AT&T Service Level [**],
          AT&T retained costs and [**].

     6.   Ensuring that anticipated and agreed-upon Amdocs financial
          responsibilities are not converted to AT&T retained or [**], except as
          provided under the Agreement.

     7.   Establishing and maintaining the AT&T charge back process and systems.

     8.   Performing AT&T cost management activities included affiliate
          allocations and capitalization forecasting and tracking.

     9.   Providing oversight of asset management operations.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

2.1.7 AT&T SERVICE LEVEL MANAGER

AT&T's Service Level Manager oversees all Service Level management activities
related to the Agreement and the delivery of Services. The Service Level
Manager's responsibilities include:

     1.   Analyzing monthly Service Level reports prepared by Amdocs, reviewing
          anomalies and trends in performance and continuous improvement.

     2.   Coordinating and communicating day-to-day Service delivery issues.

     3.   Addressing, co-coordinating and prioritizing the issues affecting the
          provision of the Services to AT&T.

     4.   Reviewing and escalating operational problems and issues to the
          Management Committee in accordance with the Policies and Procedures
          Manual.

     5.   Determining Service Level [**] where appropriate.

     6.   Reviewing root cause analysis and action plans resulting from Critical
          Service Level Failure.

     7.   Rebaselining performance targets on an annual basis to account for
          continuous improvement contractual requirements.

     8.   Developing semi-annual inventory of Service Level additions, deletions
          and modifications.

     9.   Ensuring receipt and review of all Amdocs reports required by the
          Agreement.

     10.  Reviewing and adjusting the following, as directed by the Management
          Committee:

     10.1. Continuous improvement and quality assurance measures.

     10.2. [**].

     10.3. Audits.

     10.4. Benchmarking results.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

2.1.8 AT&T TRANSITION MANAGER

AT&T Transition Manager has overall AT&T responsibility for activities
associated with the transition of the Transitioned Personnel and Subcontractors
to Amdocs. The Transition Manager's responsibilities include:

     1.   Coordinating the transition of AT&T's Transitioned Personnel,
          Subcontractors and Equipment to Amdocs under the Transition Plan.

     2.   Monitoring Amdocs' strategies for the transition of the infrastructure
          necessary to operate the account including all financial, human
          resources, security, facilities and communication.

     3.   Assist Amdocs in developing and implementing the detailed Transition
          Plan.

     4.   Establishing an interim transition organization and assisting AT&T
          Contract Manager in developing Governance Organization.

     5.   Providing guidance to Amdocs related to the Policy and Procedures
          Manual development.

2.1.9 AT&T IT ARCHITECTURE PROGRAM MANAGERS

AT&T's IT Architecture Program Managers will have the primary responsibilities
to review technical and architecture standards compliance. The IT Architecture
Program Managers' responsibilities include:

     1.   Developing processes and procedures to track that Amdocs's services
          are in alignment with the AT&T business and AT&T IT architecture
          strategies.

     2.   Coordinating the IT architectural standards of AT&T and working with
          AT&T and Amdocs to develop the Long Range IT Plan, as described in
          Schedule D, Part 1.

     3.   Reviewing and approving or rejecting Amdocs' solution approach,
          including but not limited to:

          a.   Technical architecture designs at a level of detail that provides
               AT&T appropriate visibility into the application design to
               evaluate compliance with AT&T standards.

          b.   Logical and physical data models

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

          c.   Data access methods and call patterns

     4.   Reviewing and approving specific Project plans and Change Requests to
          comply with Long Term IT Plan.

     5.   Review designs/architecture/approval data models

     6.   Ensuring Amdocs compliance with AT&T IT software and hardware currency
          requirements

     7.   Providing oversight of Amdocs activities associated with Disaster
          Recovery and planning

2.1.10 AT&T RETAINED AND VENDOR EMPLOYEE SUPPORT MANAGER

AT&T's Retained and Vendor Employee Support Manager will have the primary
responsibility of coordinating service requests. The Support Managers'
responsibilities include:

     1.   Coordinating customer service requests related to AT&T Facilities and
          Equipment for Amdocs Personnel at AT&T Facilities.

2.2 AMDOCS

2.2.1 AMDOCS ACCOUNT EXECUTIVE

Amdocs' Account Executive has complete authority and responsibility to deliver
all Services from Amdocs to AT&T. The Account Executive's responsibilities
include:

     1.   Managing the overall relationship regarding Amdocs and AT&T under this
          Agreement.

     2.   Ensuring that Amdocs fulfills all of its obligations under the
          Agreement.

     3.   Working with the AT&T Governance Team to establish, manage, and meet
          commitments, requirements, and expectations.

     4.   Working with AT&T executives and business unit managers after approval
          from AT&T to align the delivery of Services with the strategic needs
          of AT&T; such activities will be performed with the approval and in
          conjunction with the AT&T Contract Manager.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     5.   Informing AT&T about new corporate capabilities and developments
          within Amdocs' organization; proposing ideas and solutions that will
          provide ongoing benefit to AT&T.

     6.   Responding, or ensuring the response by Amdocs' subject matter
          experts, to all requests for strategic or relationship-wide questions
          or requests from the AT&T.

     7.   Assisting with interpretation and intent of the Parties in regard to
          the terms and conditions of the Agreement.

2.2.2 AMDOCS ACCOUNT MANAGER

Amdocs' Account Manager will have primary business operating performance
responsibility for the account and will assure that all delivery commitments and
deliverables required under the Agreement are provided to AT&T. The Account
Manager's responsibilities include:

     1.   Working with the AT&T Contract Manager to manage and meet commitments,
          requirements and expectations.

     2.   Ensuring that all Service Levels are met.

     3.   Ensuring that Amdocs' performance requirements as they relate to AT&T
          business requirements and business objectives are satisfied.

     4.   Assuring operational compliance with the Agreement and ensuring that
          Amdocs fulfills its obligations under the Agreement, including all
          obligations relating to Deliverables.

     5.   Establishing and executing the account management disciplines,
          business management processes, and associated reporting.

     6.   Ensuring prompt identification and resolution of service delivery
          issues.

     7.   Ensuring that Amdocs' performance requirements as they relate to the
          AT&T strategic business planning (i.e., business and architecture,
          strategic options, business assessment, business operating plans)
          requirements are met.

     8.   Staffing and leading the Amdocs management team and project staff.

     9.   Accepting requests for new Projects from AT&T and ensuring that such
          requests are handled pursuant to the Change Management Procedures set
          forth in Section 9.6 of the Agreement, applicable Schedules and the
          Policy and Procedures Manual.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     10.  Ensuring the delivery to AT&T of all data that Amdocs is obligated to
          provide to AT&T under the Agreement as well as all data reasonably
          requested by AT&T.

     11.  Coordination with the AT&T Contract Manager concerning operational
          activities associated with all Amdocs Personnel including onsite and
          offshore resources

2.2.3 AMDOCS TRANSITION MANAGER

Amdocs' Transition Manager has the overall responsibility for the successful
transition of the Transitioned Employees and applicable subcontractors to Amdocs
account team while ensuring that Service Levels and AT&T satisfaction are
maintained. The Transition Manager's responsibilities include:

     1.   Establishing the account infrastructure necessary to operate the
          account including all financial, human resources, security, facilities
          and communication.

     2.   Developing and implementing the service delivery plan.

     3.   Installing all service delivery processes and ensuring that the
          Service Level reporting mechanisms are established and operational.

     4.   Transitioning all of AT&T's applicable personnel and subcontractors
          seamlessly to Amdocs.

     5.   Establishing the business-operating environment for the entire
          account.

     6.   Responding to all AT&T reasonable requests for information related to
          the Transition Services.

2.2.4 AMDOCS ARCHITECTURE MANAGER

Amdocs' Architecture Manager will be responsible for liaison with the AT&T IT
architecture team and assure that architectural initiatives and decisions are
fully supported and executed. The Amdocs Architecture Manager responsibilities
include:

     1.   Interfacing with and fully supporting the AT&T IT architecture team.

     2.   Ensuring compliance with the Long Range IT Plan.

     3.   Coordinating and facilitating sharing of architectural information
          between AT&T and Amdocs.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

2.2.5 AMDOCS SERVICE DELIVERY MANAGERS

Amdocs' Service Delivery Managers will have the primary responsibility to
deliver the Services. The Service Delivery Manager's responsibilities include:

     1.   Managing all Service Levels and Agreement commitments.

     2.   Staffing all Service delivery with the appropriate level of trained
          personnel.

     3.   Forecasting resource requirements and managing resourcing
          requirements.

     4.   Ensuring AT&T's IT architectural standards are met and working with
          AT&T to develop the Long Range IT Plan.

     5.   Providing support to AT&T and End Users in accordance with the problem
          management process.

     6.   Implementing Amdocs' development methodology as tailored to meet AT&T
          development standards

     7.   Providing all Service Level reporting to AT&T and the service control
          function

     8.   Implementing and meeting the requirements of the AT&T business
          continuity plans.

2.2.6 AMDOCS RESOURCING MANAGER

Amdocs' Resourcing Manager will be responsible to manage and execute resource
allocation strategies applicable to this Agreement. The Resourcing Manager's
responsibilities include:

     1.   Managing transition of assigned subcontractors.

     2.   Managing Amdocs relationships.

     3.   Managing selection of Subcontractors (e.g., permitted offshore
          subcontractors).

     4.   Managing shared resource centers within the AT&T account.

     5.   Managing overall resource levels in accordance with AT&T resource
          requirements.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

2.2.7 AMDOCS SERVICE CONTROL MANAGER

Amdocs' Service Control Manager will be responsible for delivering the metrics
program for the account and overseeing the implementation of the account system
development methodology. The Service Control Manager's responsibilities include:

     1.   Interfacing as needed with AT&T.

     2.   Establishing Amdocs metrics program.

     3.   Providing direction for the account program office function.

     4.   Constructing the performance reports and managing the monthly
          reporting.

     5.   Establishing Amdocs benchmarking methodology in accordance with the
          Agreement

     6.   Introducing Amdocs' methodology on the account, modifying it to meet
          AT&T development standards, and ensuring that this methodology is
          implemented on the account.

     7.   Providing training as required by the Agreement.

     8.   Providing process ownership for service delivery processes

     9.   Providing Amdocs quality assurance function.

     10.  Implementing a [**] for the account, according to the Agreement.

2.2.8 AMDOCS FINANCE MANAGER

Amdocs' Finance Manager will be responsible for all financial, billing,
Agreement compliance and new business management functions. The Finance
Manager's responsibilities include:

     1.   Providing the monthly invoice and all account billing and reporting
          functions.

     2.   Implementing and managing Amdocs financial system including time
          recording, labor reporting, billing, budgeting, forecasting, and
          annual planning.

     3.   Acting as the primary Amdocs focus for new service establishment for
          AT&T.

     4.   Managing other administrative functions including physical and logical
          security, facilities and contracts.

     5.   Providing financial reporting in accordance with the Agreement.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

2.2.9 AMDOCS HUMAN RESOURCE DIRECTOR

Amdocs' Human Resource Director will be responsible for personnel policies or
process administration. The Human Resource Director's responsibilities include:

     1.   Establishing all personnel administration policies for the AT&T
          account.

     2.   Providing the Human Resource management function for the AT&T account.

     3.   Providing the recruitment and placement function for the AT&T account.

     4.   Providing the communication forms for the AT&T account.

     5.   Interfacing with the AT&T Contract Manager on personnel issues.

     6.   Submitting the quarterly resource roster to the AT&T Contract
          Administrator and informing AT&T with reasonable advance notice of any
          changes to the then current roster.

3.0 COMMITTEES AND TEAMS

3.1 EXECUTIVE STEERING COMMITTEE

The Parties will form and name members of an Executive Steering Committee. The
Executive Steering Committee will have executive management responsibility for
the Agreement and for the relationship between the Parties and shall provide
business oversight and ensure the alignment of the Long Range IT Plan and
Service delivery objectives. This committee will also assist the AT&T Contract
Manager and the Amdocs Account Manager in decisions that directly affect the
Agreement.

AT&T's Contract Manager and a Amdocs Account Manager will be appointed by each
respective Party to liaise with the Executive Steering Committee and to monitor
and resolve where possible any issues raised by the AT&T Service Level Manager
and the Amdocs Service Delivery Managers. The AT&T Service Level Manager and
Amdocs Service Delivery Managers will carry out the day-to-day coordination of
Service delivery, and include other AT&T representatives as required.

AT&T and Amdocs will jointly develop and implement agreed performance management
and business assurance processes.

Amdocs will deploy the performance management and business assurance processes
at the Sites to ensure the stable start-up and efficient delivery of the
Services.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

3.1.1 MEMBERS

The Executive Steering Committee will be chaired by the AT&T Contract Manager
and will be comprised of the following individuals:

     1.   AT&T Contract Executive.

     2.   AT&T Contract Manager.

     3.   Amdocs Account Executive.

     4.   Amdocs Account Manager.

     5.   Other AT&T and Amdocs Personnel as required.

3.1.2 KEY RESPONSIBILITIES

The Executive Steering Committee's responsibilities include the following:

     1.   Ensuring business alignment between the Parties, analysis of AT&T and
          Amdocs business plans, and oversight of new or modified Services
          during the Term.

     2.   Developing strategic requirements and plans associated with the
          Services during the Term.

     3.   Ensuring that the annual technology plan is in accordance and supports
          the Long Range IT Plan.

     4.   Agreeing to and periodically reviewing the authority of the committees
          and makeup of the individual members of the Management Committee and
          the Service Delivery Committee.

     5.   Approving the Management Committee report and recommendations,
          including review of the following:

     5.1. Transition Plan implementation, including progress and achievement of
          Critical Deliverables and key activities.

     5.2. Service Level reports and modifications.

     5.3. Continuous improvement and quality assurance measures.

     5.4. Reset of Critical Service Levels.

     5.5. Financial issues and performance.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     6.   Approving the Management Committee report and recommendations,
          including review and approval of the following

     6.1. [**], according to the Agreement.

     6.2. Audit results.

     6.3. Benchmarking results according to the Agreement.

     6.4. Attempting to resolve issues escalated by the Management Committee.

     6.5. Resource plans according to the Agreement.

     6.6. Escalated issue resolution.

3.1.3 MEETINGS

The Executive Committee will meet upon the request of either Party, no less than
quarterly but no more than monthly without the consent of both Parties. The
Party requesting the meeting shall prepare and distribute a written agenda at
least 24 hours prior to the meeting. Amdocs shall keep minutes of each meeting
and shall distribute the minutes to AT&T within one business day after each
meeting.

3.2 MANAGEMENT COMMITTEE

Prior to the Commencement Date, the Parties will establish a Management
Committee. The names and titles of the representatives serving on the initial
Management Committee are attached to this Schedule.

3.2.1 MEMBERS

The Management Committee will be chaired by AT&T's Contract Manager and will be
comprised of the following individuals:

     1.   AT&T Contract Manager.

     2.   AT&T Contract Administrator.

     3.   AT&T Finance Manager.

     4.   Amdocs Account Manager.

     5.   Amdocs Finance Manager.

     6.   Other AT&T and Amdocs Personnel as required.

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

3.2.2 AUTHORITY

Subject to direction and approval from the Executive Steering Committee and to
the authority derived from the Change Management Procedures set forth in the
Agreement, the Management Committee will have general authority and
responsibility regarding:

     1.   Approving changes to the Agreement.

     2.   Adding, modifying, and/or removing Services covered by the Agreement.

     3.   Operational, technical, financial, and general management oversight of
          the Agreement.

     4.   Resolving issues escalated by the Service Delivery Committee.

Notwithstanding the foregoing, any addition, removal or modification of the
Services shall require the written consent of the AT&T Contract Executive and
the AT&T Contract Manager. Any change or amendment to the Agreement shall not
take effect unless such change or amendment is in writing and signed by an
authorized representative of each Party authorized to make such changes.

3.2.3 KEY RESPONSIBILITIES

The Management Committee's responsibilities include:

     1.   Managing the performance of the Parties' respective roles and
          responsibilities under the Agreement.

     2.   Implementing the Agreement.

     3.   Managing risks and opportunities for improvement.

     4.   Monitoring Service delivery and transition activities based on
          reporting and coordination with the Service Delivery Committee.

     5.   Considering and approving, where possible, operational and technical
          changes in accordance with the Change Management Procedures.

     6.   Considering and approving, where possible, changes to the Agreement
          and to the Services in accordance with the Change Management
          Procedures set forth in the Agreement.

     7.   Seeking to resolve any issues escalated by the Service Delivery
          Committee.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     8.   Escalating any issues not resolved by the Management Committee to the
          Executive Steering Committee.

     9.   Producing Management Committee summary reports and submitting them for
          Executive Steering Committee review.

     10.  Monitoring the following and reporting, as required, to the Executive
          Steering Committee with respect to:

     10.1. Service Levels, Service Level [**] and Earn Back.

     10.2. Continuous improvement and quality assurance measures.

     10.3. Proposals for reset of Service Levels.

     10.4. Review of financial performance

     10.5. Pricing.

     11.  Approving the following and reporting, as required, to the Executive
          Steering Committee with respect to

     11.1. [**], according to the Agreement.

     11.2. Audit results.

     11.3. Benchmarking results according to the Agreement.

     12.  Monitoring and reviewing the ongoing status of third party contracts
          as appropriate and according to the Agreement.

     13.  Initiating the recommendations and suggestions made by the Executive
          Steering Committee relating to the Services and the Agreement.

     14.  Ensuring the implementation of process/infrastructure, financial and
          resource plans.

     15.  Recommending changes to the Policy and Procedures Manual submitted to
          AT&T for approval

     16.  Reviewing business and technical proposals submitted by AT&T business
          sponsors or Amdocs Personnel.

     17.  Recommending new proposals to the Executive Steering Committee.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       18

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     18.  Providing advice and direction to the Service Delivery Committee for
          performance improvement.

     19.  Preparing the following reports:

     19.1. Summary Executive Reports

     19.2. Global Management Report

     19.3. Service Level Reporting

     19.4. Transition Reports

     20.  Delegating any powers it considers appropriate to the Service Delivery
          Committee.

3.2.4 MEETINGS

The Management Committee will meet, at a minimum, monthly, and at other times as
agreed between the Parties, to review:

     1.   Management of the Agreement.

     2.   Service delivery.

     3.   Transition management.

     4.   Change management.

     5.   Technical planning.

Either Party may include items on a written agenda that Amdocs shall distribute
at least 24 hours prior to the meeting. Amdocs shall keep minutes of each
meeting and shall distribute the minutes to AT&T within one business day after
each meeting.

3.3 SERVICE DELIVERY COMMITTEE

Prior to the Commencement Date, the Parties will establish a Service Delivery
Committee. The names and titles of the representatives serving on the initial
Service Delivery Committee are attached to this Schedule.

3.3.1 MEMBERS

The Service Delivery Committee will be comprised of the following individuals:

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     1.   AT&T Service Level Manager.

     2.   AT&T Business Unit Coordinator.

     3.   Amdocs Service Delivery Managers.

     4.   Other AT&T and Amdocs Personnel as required.

3.3.2 AUTHORITY

The Service Delivery Committee will have authority regarding:

     1.   Review and approval, where possible, of the short-term and long-term
          plans and activities in regard to the delivery of the Services.

     2.   Resolution of Service delivery problems.

     3.   Upward notification of all issues that might result in the addition,
          deletion, or modification of the Services, or the terms of the
          Agreement, irrespective of the initiating Party.

     4.   Agreement of Service delivery initiatives.

3.3.3 KEY RESPONSIBILITIES

The Service Delivery Committee's responsibilities will be determined and
delegated in each case by the Management Committee and may include matters
within the relevant region including:

     1.   Implementing the Transition Plan and monitoring Service delivery.

     2.   Monitoring Critical Deliverables and Service Levels.

     3.   Coordinating and communicating day-to-day Service delivery issues;
          addressing, co-coordinating and prioritizing the issues affecting the
          provision of the Services to AT&T.

     4.   Reviewing and escalating operational problems and issues to the
          Management Committee and in accordance with the Policy and Procedures
          Manual.

     5.   Reviewing and scheduling change requests in accordance with the Change
          Management Procedures.

     6.   Ensuring efficient flow of documentation as required by the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       20

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     7.   Handling disputes within the authority of the AT&T and Amdocs
          representatives, and referring others to the Management Committee.

     8.   Submitting issues concerning the relationship between the Parties to
          the Management Committee for its guidance and recommendations.

     9.   Submitting reports to the Management Committee.

     10.  Advising the Management Committee of new opportunities and proposals.

     11.  Identifying and referring matters outside the authority of AT&T and
          Amdocs representatives to the Management Committee.

     12.  Reviewing and presenting recommendations and suggestions made by AT&T
          representatives and Amdocs representatives relating to the Services
          and initiating appropriate actions.

     13.  Identifying issues that may have an impact outside the relevant Sites
          and referring these to the Management Committee and to other Sites as
          required.

     14.  Monitoring and reviewing the ongoing status of third party contracts.

     15.  Reviewing and adjusting the following, as directed by the Management
          Committee:

     15.1. Service Levels.

     15.2. Continuous improvement and quality assurance measures.

     15.3. [**], according to the Agreement.

     15.4. Audits, according to the Agreement.

     15.5. Benchmarking results, according to the Agreement.

     16.  Preparing the following reports:

     16.1. Management reports.

     16.2. Service Levels and Service delivery results, as required.

     16.3. Minutes.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       21

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

3.3.4 MEETINGS

The Service Delivery Committee will meet, at a minimum, bi-weekly, and at other
times as directed by the Management Committee, to review:

     1.   Agreement issues.

     2.   Service Delivery.

     3.   Transition management.

     4.   Projects.

Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within 24 hours after each meeting.

3.4 TECHNICAL STEERING COMMITTEE

Within sixty (60) days following the Effective Date, a Technical Steering
Committee will be established by the Parties to focus on the development of the
annual and Long Range IT Plans. The Technical Steering Committee will meet
quarterly, and at other times as agreed between the Parties.

3.4.1 MEMBERS

The Technical Steering Committee will be chaired and the agenda set by the AT&T
IT Architecture Manager and will be comprised of the following individuals:

     1.   AT&T Contract Manager or their nominated deputy.

     2.   AT&T IT Architecture Manager.

     3.   AT&T ADM Manager.

     4.   AT&T infrastructure and maintenance Manager

     5.   AT&T Business Unit Coordinator.

     6.   Amdocs Account Manager.

     7.   Amdocs assigned Chief Technology Officer for AT&T.

     8.   AT&T and Amdocs subject matter experts.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       22

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

3.4.2 KEY RESPONSIBILITIES

The Technical Steering Committee's responsibilities include:

     1.   Reviewing Amdocs' input for the Long Range IT Plan.

     2.   Using management reports and any other appropriate sources, to
          research, develop, review and approve technical initiatives to address
          business problems and opportunities as agreed by the Executive
          Steering Committee and the Management Committee.

     3.   Providing advice and guidance to the Management Committee for
          technical improvement and making recommendations directly to AT&T and
          Amdocs on issues affecting the technical infrastructure that supports
          the AT&T business operations.

     4.   Reviewing technical policy standards and making recommendations to the
          Management Committee.

     5.   Reviewing Amdocs migration plan to ensure compliance with AT&T
          standards

     6.   Reviewing any proposals for reductions in the costs of the Services
          driven by new technology.

AT&T shall keep minutes of each Technical Steering Committee meeting and shall
distribute the minutes within one business day after each meeting.

3.5 PROGRAM STEERING COUNCIL

A Program Steering Council (PSC ) and Program Team (PT) will be established for
any major Program initiated by the business or IT. The PSC is focused on
guidance and resource allocation for Projects within a specific business area.
The PSC directs the PT and provides go/no-go and redirect decisions. PSC
meetings will be conducted at a minimum of once every two weeks using the
conference call format and should be limited to one-hour where possible and
follow a standard sequence of events as per a predetermined agenda. At a
minimum, the standard agenda will include a report out of the current status and
metrics of the program and a discussion of open issues that need to be addressed
by the PSC . The program coordinator will facilitate the PSC status calls and
capture/document/distribute action items and minutes from each call.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       23

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

3.5.1 MEMBERS

The PSC will be chaired by the AT&T program sponsor and will be comprised of the
following individuals:

     1.   AT&T Contract Manager or their nominated deputy.

     2.   AT&T Business Unit Coordinator.

     3.   AT&T IT Architecture Manager.

     4.   AT&T ADM manager.

     5.   AT&T infrastructure and maintenance manager.

     6.   AT&T Business Representatives.

     7.   Amdocs Account Manager.

     8.   Amdocs assigned Chief Technology Officer for AT&T.

     9.   AT&T and Amdocs subject matter experts.

3.5.2 KEY RESPONSIBILITIES

The PSC responsibilities include:

     1.   Charter the project team that will implement the project

     2.   Assign individuals to lead and approve membership in the PT

     3.   Make "go," "no-go," or "redirect" decisions for projects at decision
          point meetings

     4.   Establish priorities and make decisions on personnel and financial
          resource allocation for projects at each phase of the process.

     5.   Review status of the project on an on-going basis and make adjustments
          to resources, activities and/or priorities as necessary

     6.   Report progress and escalate issues as appropriate to the senior
          leadership team (SLT)

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       24

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

3.6 PROGRAM TEAM

The PSC and PT will be established for any major program initiated by the
business or IT.

The PT reports to the PSC and is a decision making body made up of AT&T business
personnel and IT leaders who are responsible for the successful delivery of
business capabilities. This team is responsible for the delivery of end-to-end
business solutions, including both the IT and business components. PT membership
may be modified from phase to phase to ensure necessary disciplines are
represented.

AT&T business personnel appoints the Program Team (PT) leader. The PT leader is
responsible for ongoing communications with the SLT. Membership in the PT is
split evenly between the business and IT. PT meetings will be conducted at a
minimum of once every week using the conference call format and should be
limited to one-hour where possible and follow a standard sequence of events as
per a predetermined agenda. At a minimum, the standard agenda will include a
report out of the current status and a discussion of open issues that need to be
addressed by the PT.

The PT has the responsibility to:

     1.   Make decisions on behalf of their representative functional
          area/organization.

     2.   Ensure the timeliness and quality of Project deliverables.

     3.   Communicate project information to stakeholders and supporting team
          members in their respective functional area/organization.

     4.   Ensure consensus on all agreed schedules, work estimates and
          priorities by those performing the work.

     5.   Coordinate the direction and efforts of the Project with other
          Projects in the program.

     6.   Assign individuals to lead and approve membership in the project team.

     7.   Charter the Project team that will implement the Project.

     8.   Make "go/no-go" decisions for the Project at key milestones.

     9.   Establish priorities and make decisions on personnel and financial
          resource allocation at each phase of the Project.

     10.  Resolve issues that cannot be handled by the Project team.

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       25

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     11.  Report progress and escalate issues that cannot be resolved to the
          PSC.

     12.  Review status of the Project on an on-going basis and make adjustments
          to resources, activities and/or priorities as necessary.

3.6.1 MEMBERS

The PT will be chaired by the AT&T Program Team leader and will be comprised of
the following individuals:

     1.   AT&T IT personnel representing the following areas: architecture,
          infrastructure, project management, implementation, and quality
          assurance.

     2.   Amdocs personnel representing the following areas: software
          development, implementation, quality assurance, and infrastructure.

     3.   AT&T business personnel representing the appropriate functional areas
          including training.

4.0 ISSUE ESCALATION PROCEDURES

From time to time, issues will arise that cannot be resolved at the various
levels of management within the AT&T and Amdocs teams. Issues that cannot be
resolved will be escalated as follows:

     1.   Notification: Either Party may decide that escalation is desirable
          when resolution of an issue appears unachievable at the current
          management level. The Party desiring escalation will provide written
          notice of its intention to the members of the other Party currently
          involved in the dispute. At either Party's request, the members
          currently engaged in attempting to resolve the issue shall meet again
          to attempt resolution of the issue prior to escalation to the next
          level. If the issue cannot be resolved at the current management
          level, the issue will then be escalated after good faith attempts by
          both Parties to resolve the issue at the current level.

     2.   Documentation: Both Parties will jointly develop a short briefing
          document for escalation that describes the issue, relevant impact and
          positions of both Parties.

     3.   Request for Assistance: A meeting will be scheduled with appropriate
          individuals. The brief will be sent in advance to the participants.

     4.   Issues will be escalated for review and resolution to the next level
          of management as follows:

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       26

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 4
                                                                      Governance

     4.1. The Amdocs Service Delivery Manager and the appropriate AT&T
          Governance team member, If unresolved, escalate to:

     4.2. The AT&T Contract Manager and the Amdocs Account Manager. If
          unresolved, escalate to:

     4.3. The Executive Steering Committee. If unresolved, escalate to:

     4.4. The AT&T IT Vice President and the equivalent Amdocs executive. If
          unresolved, escalate to:

     4.5. AT&T's CIO and Amdocs' Senior Vice President.

     4.6. If the matter remains unresolved after escalation under Section 4.5,
          it shall be resolved by arbitration in accordance with Section 19.2 of
          the Agreement.

     4.7. Notwithstanding anything to the contrary, AT&T's CIO shall make the
          final decision in connection with otherwise unresolved issues relating
          to disputes over the compliance of deliverables for the purpose of the
          Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       27
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 5
                                          Policies and Procedures Manual Content

                               SCHEDULE D (PART 5)
                     POLICIES AND PROCEDURES MANUAL CONTENT

This is Part 5 to Schedule D of the Agreement. Capitalized terms not defined in
this Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

1.0 INTRODUCTION

This document describes the general content and organization of the Policies and
Procedures Manual that will be developed to support governance of the Agreement.

2.0 GENERAL CONTENT AND ORGANIZATION

The Sections below provides the general organization and content of the Policies
and Procedures Manual. Although not intended to replicate the Agreement, the
Policies and Procedures Manual provides comprehensive documentation of the
procedures that will be followed to implement and manage the Agreement and the
overall relationship. Detailed text or requirements referenced in the Agreement
may be supplied in the Policies and Procedures Manual.

Responsibilities of Amdocs and AT&T by job title or function will be indicated
within the document. The manual will be used jointly by the Parties to assist
with overall coordination and communication regarding the Agreement.

In the event that, on the Commencement Date the Policies and Procedures Manual
does not yet contain procedures addressing all areas set forth in this document,
Amdocs shall follow AT&T's preexisting procedures until mutually agreed
otherwise by AT&T and Amdocs.

2.1 ORGANIZATIONAL OVERVIEW

     1.   AT&T Governance Organization - Organization charts, description of
          functions performed, contact information. Amdocs Management and
          Delivery Organization, Organization charts, description of functions
          performed, contact information.

     2.   Key Contacts - AT&T - A list of contacts within AT&T that are key
          users of the Services or perform a liaison function in regard to the
          Services by business unit and by geography.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 5
                                          Policies and Procedures Manual Content

     3.   Key Contacts - Third Parties - A list of key third parties (e.g.,
          maintenance providers, software providers, telecom carriers, etc.).

     4.   Joint Committee Structure - Organization charts with names assigned to
          each role.

2.2 TRANSITION ACTIVITIES AND RESPONSIBILITIES

This Section can be archived after the Transition Period has ended; can reuse
applicable information from Transition Plan or reference it if all information
is provided within the Transition Plan.

     1.   Overall Management and Reporting Process - AT&T and Amdocs management
          structure, reporting, and review process associated with Transition.

     2.   Critical Deliverables and Milestones - A list of Critical
          Deliverables, milestones and timeline for the Transition Period.

     3.   Human Resource Transition - Procedures and responsibilities regarding
          finalization of HR transition activities. Describe responsibilities of
          both Parties.

2.3 PERFORMANCE MANAGEMENT PROCEDURES

Ongoing "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Performance Monitoring and Reporting Procedures - Procedures to verify
          proper Service delivery on a day-to-day basis, including internal
          reporting and reporting to AT&T.

     2.   Problem Management and Escalation Procedures - Procedures to identify
          problems, report and resolve problems and escalate as necessary within
          Amdocs' organization and AT&T.

     3.   Root Cause Analysis Procedures - Procedures to determine root cause of
          problems, including involvement of and support to applicable third
          parties or AT&T.

     4.   Service Level Measurement and Reporting Procedures - Procedures to
          measure and report Service Levels to AT&T.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

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                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 5
                                          Policies and Procedures Manual Content

     5.   Work Authorization Procedures - Work authorization procedures for
          in-scope Services to include responsibilities and procedures for the
          originator of a work request and overall review and authorization
          process.

     6.   Project Management Procedures - Methodology and procedures it will use
          to perform project responsibilities and develop associated
          deliverables. The procedures must comply with AT&T IT Quality Policies
          and Procedures, CMM Policies and Procedures and EXPRESS Policies and
          Procedures.

2.4 CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES

Operational and Technical Procedures regarding changes to the environment
including the notification process, timing, planning, authorization and
implementation.

     1.   Physical Access & Security Procedures - Physical access and security
          procedures at both AT&T Sites and Amdocs' locations.

     2.   Network Access & Security Procedures - Network access and security
          procedures.

     3.   Applications and Data Access and Security Procedures - Procedures to
          allow access to Applications and data in compliance with SOX and OP113
          rules and to include the request and authorization process for user
          IDs and passwords for Amdocs.

     4.   Changes in the Application Portfolio including Legacy Application
          Retirement Process - Procedures for retirement of legacy Applications
          without compromise of services delivered to users or integrity of
          data.

     5.   Long Term IT Planning - Procedures for developing input into Long-Term
          IT Plan.

     6.   Release Management - Procedures for providing application supply and
          demand/capacity information for release packaging.

2.5 DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES

Procedures for Disaster Recovery and Business Continuity - The Policies and
Procedures Manual may reference other documents containing comprehensive
procedures, but will provide a general overview.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 5
                                          Policies and Procedures Manual Content

2.6 FINANCIAL MANAGEMENT PROCEDURES

Ongoing, "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Invoicing - Procedures for invoicing and verification of invoice by
          AT&T; invoicing of Projects; procedures regarding disputed invoice
          amounts, etc.

     2.   Charge back - Procedures for charge back of costs related to the
          Services and the overall Agreement to business units including
          responsibilities and support by both the Amdocs and the AT&T staff.

     3.   Budgeting - Procedures for how Amdocs will assist AT&T with annual
          budgeting cycle including estimation potential Projects, review cycle,
          responsibilities of Amdocs, AT&T staff and AT&T, etc.

     4.   Performance Credits and Earnback - Procedures for calculating
          Performance Credits on invoices and Earnback calculations.

     5.   Financial Dispute Procedures - Procedures for resolution of Financial
          Disputes which will adhere to the Overall Issue Escalation process.

2.7 CONTRACT MANAGEMENT PROCEDURES

Ongoing "steady state" procedures and policies, including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Contract Change Control - Procedures regarding changes to the
          Agreement, including changes to any Exhibit or Attachment including
          notification period and process, authority levels and escalation
          procedures.

     2.   Reporting - Procedures and activities regarding key standard reports
          to be delivered by AT&T and requests for ad-hoc reports that may from
          time to time be submitted to AT&T.

     3.   Legal/Regulatory Data Request Procedures - Procedures for fulfilling
          requests for Legal-or Regulatory-related documentation.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                              Schedule D, Part 5
                                          Policies and Procedures Manual Content

2.8 RELATIONSHIP MANAGEMENT PROCEDURES

Ongoing "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   [**] documented in the Agreement.

     2.   Business Units - Procedures and responsibilities regarding the
          relationship between Amdocs and AT&T staff including procedures
          regarding communication and coordination regarding work requests,
          Service delivery issues, budgeting and financial issues, etc.

     3.   End Users - Procedures and responsibilities regarding responding to
          end user problems, requests and questions.

     4.   Third-Party Vendors - Procedures for interacting with third-party
          vendors, which may provide services, equipment or software that are
          ancillary to or support the overall delivery of Services.

2.9 AMDOCS' OPERATIONAL PROCEDURES

Ongoing "steady state" procedures and policies including information on
coordination activities and responsibilities of each Party by title or function.

     1.   Operational Procedures, as applicable, in order to provide the
          Services normally undertaken by Amdocs which shall be consistent with
          those Amdocs activities used to provide services similar to the
          Services.

2.10 CLEC PROCEDURES

Ongoing "steady state" procedures and policies, including information on
coordination activities and responsibilities of each Party by title or function.

     1.   CLEC Test Procedures - [**].

     2.   [**].

     3.   [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5
<PAGE>

SCHEDULE D.1 - FINANCIAL AND OPERATIONAL RESPONSIBILITY MATRIX

                                                        Agreement Number: xxxxxx
                                                                      Schedule D
                                                                Responsibilities

This is Schedule D.1 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

<TABLE>
<CAPTION>

                                                                                            ACQUISITION / CAPITAL COST
                                                                              ------------------------------------------------------
                                                                                                                     FINANCIAL
                                                                              OWNERSHIP / LICENSE (SOFTWARE)       RESPONSIBILITY
                                                                              ------------------------------   ---------------------
                                                                                                                UPGRADES /
      SERVICES                                                                CURRENT ASSETS   FUTURE ASSETS   ENHANCEMENTS   GROWTH
                                                                              --------------   -------------   ------------   ------
<S>                                                                           <C>              <C>             <C>            <C>
      MAINFRAME AT AT&T FACILITIES
 1)   Mainframe Hardware Including Peripherals                                     [**]             [**]           [**]        [**]
 2)   Mainframe Hardware Leases                                                    [**]             [**]           [**]        [**]
 3)   Mainframe Hardware Maintenance Agreements                                    [**]             [**]           [**]        [**]
 4)   Mainframe Operating System Software                                          [**]             [**]           [**]        [**]
 5)   Mainframe Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)               [**]             [**]           [**]        [**]
 6)   Mainframe Software: AT&T provided Applications (Note 9)                      [**]             [**]           [**]        [**]

      APPLICATION / UTILITY SERVERS AT AT&T FACILITIES
 7)   Server Hardware Including Peripherals                                        [**]             [**]           [**]        [**]
 8)   Server Hardware Leases                                                       [**]             [**]           [**]        [**]
 9)   Server Hardware Maintenance Agreements                                       [**]             [**]           [**]        [**]
10)   Server Operating System Software                                             [**]             [**]           [**]        [**]
11)   Server Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)               [**]             [**]           [**]        [**]
12)   Retained Servers                                                             [**]             [**]           [**]        [**]
13)   Server Software: AT&T provided Applications (Note 9)                         [**]             [**]           [**]        [**]

      OTHER COMPUTING HARDWARE - AT&T FACILITIES
14)   Other Computing Hardware Including Peripherals                               [**]             [**]           [**]        [**]
15)   Other Computing Hardware Leases                                              [**]             [**]           [**]        [**]
16)   Other Computing Hardware Maintenance Agreements                              [**]             [**]           [**]        [**]
17)   Other Computing Hardware Operating System Software                           [**]             [**]           [**]        [**]
18)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System
         Management Tools, etc.) (Note 1)                                          [**]             [**]           [**]        [**]
19)   Other Computing Software: AT&T provided Applications (Note 9)                [**]             [**]           [**]        [**]

      OTHER COMPUTING HARDWARE - AMDOCS FACILITIES OR THIRD PARTY LOCATIONS
20)   Other Computing Hardware Including Peripherals                               [**]             [**]           [**]        [**]
21)   Other Computing Hardware Leases                                              [**]             [**]           [**]        [**]
22)   Other Computing Hardware Maintenance Agreements                              [**]             [**]           [**]        [**]
23)   Other Computing Hardware Operating System Software                           [**]             [**]           [**]        [**]
24)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System Management
         Tools, etc.) (Note 1)                                                     [**]             [**]           [**]        [**]
25)   Other Computing Software: AT&T provided Applications (Note 9)                [**]             [**]           [**]        [**]

      FACILITIES MANAGEMENT - AT&T FACILITIES  (DATA CENTER) / AT&T SITES
26)   Space including all other services (i.e. office space for employees)         [**]             [**]           [**]        [**]
27)   Raised Floor Environmental Equipment                                         [**]             [**]           [**]        [**]
28)   Raised Floor Power                                                           [**]             [**]           [**]        [**]
29)   Raised Floor Cooling                                                         [**]             [**]           [**]        [**]
30)   Connection between NIC Card and LAN                                          [**]             [**]           [**]        [**]
31)   Network Cabling and Wiring - Within the AT&T Facilities and AT&T Sites       [**]             [**]           [**]        [**]
32)   Interconnecting Cabling and Wiring - Between AT&T Facilities and AT&T
         Sites                                                                     [**]             [**]           [**]        [**]

      FACILITIES MANAGEMENT - AT&T FACILITIES / AT&T SITES (OFFICES)
33)   Space Including all other services (i.e. office space for employees)         [**]             [**]           [**]        [**]
34)   Raised Floor Environmental Equipment                                         [**]             [**]           [**]        [**]
35)   Raised Floor Power                                                           [**]             [**]           [**]        [**]
36)   Raised Floor Cooling                                                         [**]             [**]           [**]        [**]
37)   Connection between NIC Card and LAN                                          [**]             [**]           [**]        [**]
38)   Network Cabling and Wiring - Within the Facility                             [**]             [**]           [**]        [**]
39)   Interconnecting Cabling and Wiring - Between Facilities                      [**]             [**]           [**]        [**]

      FACILITIES MANAGEMENT - AMDOCS FACILITIES OR THIRD PARTY FACILITIES
40)   Space Including all other services (i.e. office space for employees)         [**]             [**]           [**]        [**]
41)   Raised Floor Environmental Equipment                                         [**]             [**]           [**]        [**]
42)   Raised Floor Power                                                           [**]             [**]           [**]        [**]
43)   Raised Floor Cooling                                                         [**]             [**]           [**]        [**]
44)   Connection between NIC Card and LAN                                          [**]             [**]           [**]        [**]
45)   Network Cabling and Wiring - Within the Facility                             [**]             [**]           [**]        [**]
46)   Interconnecting Cabling and Wiring - Between Amdocs Facilities               [**]             [**]           [**]        [**]

      STORAGE HARDWARE AND MEDIA (AT&T SITES)
47)   Storage Hardware (e.g., Disk, Tape Drives, Tape Automation, Silos,
         Virtual Tape Environment, SAN Equipment, etc.)                            [**]             [**]           [**]        [**]
48)   Storage Hardware Leases                                                      [**]             [**]           [**]        [**]
49)   Storage Management Software                                                  [**]             [**]           [**]        [**]
50)   Tapes Including Off-Site Storage and Mailing / Shipping                      [**]             [**]           [**]        [**]

      DATA NETWORK
51)   Network Hardware in AT&T Sites/AT&T Facilities:  Routers, LAN hubs,
         LAN switches, DSU's, Firewalls, Multiplexers, DNS Servers, WINS
         Servers, DHCP Servers, PDC's, BDC's, Network Gateways, Voice/FAX
         over IP Gateways                                                          [**]             [**]           [**]        [**]
52)   Network Hardware Leases in AT&T Sites/AT&T Facilities                        [**]             [**]           [**]        [**]
53)   Network Equipment between AT&T Facilities                                    [**]             [**]           [**]        [**]

<CAPTION>
                                                                                   ACQUISITION /       SUPPORT / OPERATIONAL
                                                                                   CAPITAL COST               EXPENSE
                                                                              ----------------------   ---------------------
                                                                                     FINANCIAL              OPERATIONAL
                                                                                  RESPONSIBILITY           RESPONSIBILITY
                                                                              ----------------------   ---------------------
                                                                              TECHNOLOGY    CHARGING
      SERVICES                                                                  REFRESH    MECHANISM   PROCUREMENT   INSTALL
                                                                              ----------   ---------   -----------   -------
<S>                                                                           <C>          <C>         <C>           <C>
      MAINFRAME AT AT&T FACILITIES
 1)   Mainframe Hardware Including Peripherals                                   [**]         [**]         [**]        [**]
 2)   Mainframe Hardware Leases                                                  [**]         [**]         [**]        [**]
 3)   Mainframe Hardware Maintenance Agreements                                  [**]         [**]         [**]        [**]
 4)   Mainframe Operating System Software                                        [**]         [**]         [**]        [**]
 5)   Mainframe Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)             [**]         [**]         [**]        [**]
 6)   Mainframe Software: AT&T provided Applications (Note 9)                    [**]         [**]         [**]        [**]
                                                                                                           [**]        [**]
      APPLICATION / UTILITY SERVERS AT AT&T FACILITIES                                                     [**]        [**]
 7)   Server Hardware Including Peripherals                                      [**]         [**]         [**]        [**]
 8)   Server Hardware Leases                                                     [**]         [**]         [**]        [**]
 9)   Server Hardware Maintenance Agreements                                     [**]         [**]         [**]        [**]
10)   Server Operating System Software                                           [**]         [**]         [**]        [**]
11)   Server Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)             [**]         [**]         [**]        [**]
12)   Retained Servers                                                           [**]         [**]         [**]        [**]
13)   Server Software: AT&T provided Applications (Note 9)                       [**]         [**]         [**]        [**]
                                                                                 [**]         [**]         [**]        [**]
      OTHER COMPUTING HARDWARE - AT&T FACILITIES                                 [**]         [**]         [**]        [**]
14)   Other Computing Hardware Including Peripherals                             [**]         [**]         [**]        [**]
15)   Other Computing Hardware Leases                                            [**]         [**]         [**]        [**]
16)   Other Computing Hardware Maintenance Agreements                            [**]         [**]         [**]        [**]
17)   Other Computing Hardware Operating System Software                         [**]         [**]         [**]        [**]
18)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System
         Management Tools, etc.) (Note 1)                                        [**]         [**]         [**]        [**]
19)   Other Computing Software: AT&T provided Applications (Note 9)              [**]         [**]         [**]        [**]
                                                                                                           [**]        [**]
      OTHER COMPUTING HARDWARE - AMDOCS FACILITIES OR THIRD PARTY LOCATIONS                                [**]        [**]
20)   Other Computing Hardware Including Peripherals                             [**]         [**]         [**]        [**]
21)   Other Computing Hardware Leases                                            [**]         [**]         [**]        [**]
22)   Other Computing Hardware Maintenance Agreements                            [**]         [**]         [**]        [**]
23)   Other Computing Hardware Operating System Software                         [**]         [**]         [**]        [**]
24)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System Management
         Tools, etc.) (Note 1)                                                   [**]         [**]         [**]        [**]
25)   Other Computing Software: AT&T provided Applications (Note 9)              [**]         [**]         [**]        [**]

      FACILITIES MANAGEMENT - AT&T FACILITIES  (DATA CENTER) / AT&T SITES
26)   Space including all other services (i.e. office space for employees)       [**]         [**]         [**]        [**]
27)   Raised Floor Environmental Equipment                                       [**]         [**]         [**]        [**]
28)   Raised Floor Power                                                         [**]         [**]         [**]        [**]
29)   Raised Floor Cooling                                                       [**]         [**]         [**]        [**]
30)   Connection between NIC Card and LAN                                        [**]         [**]         [**]        [**]
31)   Network Cabling and Wiring - Within the AT&T Facilities and AT&T Sites     [**]         [**]         [**]        [**]
32)   Interconnecting Cabling and Wiring - Between AT&T Facilities and AT&T
         Sites                                                                   [**]         [**]         [**]        [**]
                                                                                 [**]         [**]         [**]        [**]

      FACILITIES MANAGEMENT - AT&T FACILITIES / AT&T SITES (OFFICES)
33)   Space Including all other services (i.e. office space for employees)       [**]         [**]         [**]        [**]
34)   Raised Floor Environmental Equipment                                       [**]         [**]         [**]        [**]
35)   Raised Floor Power                                                         [**]         [**]         [**]        [**]
36)   Raised Floor Cooling                                                       [**]         [**]         [**]        [**]
37)   Connection between NIC Card and LAN                                        [**]         [**]         [**]        [**]
38)   Network Cabling and Wiring - Within the Facility                           [**]         [**]         [**]        [**]
39)   Interconnecting Cabling and Wiring - Between Facilities                    [**]         [**]         [**]        [**]

      FACILITIES MANAGEMENT - AMDOCS FACILITIES OR THIRD PARTY FACILITIES
40)   Space Including all other services (i.e. office space for employees)       [**]         [**]         [**]        [**]
41)   Raised Floor Environmental Equipment                                       [**]         [**]         [**]        [**]
42)   Raised Floor Power                                                         [**]         [**]         [**]        [**]
43)   Raised Floor Cooling                                                       [**]         [**]         [**]        [**]
44)   Connection between NIC Card and LAN                                        [**]         [**]         [**]        [**]
45)   Network Cabling and Wiring - Within the Facility                           [**]         [**]         [**]        [**]
46)   Interconnecting Cabling and Wiring - Between Amdocs Facilities             [**]         [**]         [**]        [**]

      STORAGE HARDWARE AND MEDIA (AT&T SITES)
47)   Storage Hardware (e.g., Disk, Tape Drives, Tape Automation, Silos,
         Virtual Tape Environment, SAN Equipment, etc.)                          [**]         [**]         [**]        [**]
48)   Storage Hardware Leases                                                    [**]         [**]         [**]        [**]
49)   Storage Management Software                                                [**]         [**]         [**]        [**]
50)   Tapes Including Off-Site Storage and Mailing / Shipping                    [**]         [**]         [**]        [**]

      DATA NETWORK
51)   Network Hardware in AT&T Sites/AT&T Facilities:  Routers, LAN hubs,
         LAN switches, DSU's, Firewalls, Multiplexers, DNS Servers, WINS
         Servers, DHCP Servers, PDC's, BDC's, Network Gateways, Voice/FAX
         over IP Gateways                                                        [**]         [**]         [**]        [**]
52)   Network Hardware Leases in AT&T Sites/AT&T Facilities                      [**]         [**]         [**]        [**]
53)   Network Equipment between AT&T Facilities                                  [**]         [**]         [**]        [**]

<CAPTION>

                                                                                           SUPPORT / OPERATIONAL EXPENSE
                                                                              ------------------------------------------------------

                                                                                            OPERATIONAL RESPONSIBILITY
                                                                              ------------------------------------------------------
                                                                                                      MOVE, ADD,   DISASTER RECOVERY
      SERVICES                                                                SUPPORT   MAINTENANCE     CHANGE          (NOTE 2)
                                                                              -------   -----------   ----------   -----------------
<S>                                                                           <C>       <C>           <C>          <C>
      MAINFRAME AT AT&T FACILITIES
 1)   Mainframe Hardware Including Peripherals                                  [**]        [**]         [**]             [**]
 2)   Mainframe Hardware Leases                                                 [**]        [**]         [**]             [**]
 3)   Mainframe Hardware Maintenance Agreements                                 [**]        [**]         [**]             [**]
 4)   Mainframe Operating System Software                                       [**]        [**]         [**]             [**]
 5)   Mainframe Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)            [**]        [**]         [**]             [**]
 6)   Mainframe Software: AT&T provided Applications (Note 9)                   [**]        [**]         [**]             [**]
                                                                                [**]        [**]         [**]             [**]
      APPLICATION / UTILITY SERVERS AT AT&T FACILITIES                          [**]        [**]         [**]             [**]
 7)   Server Hardware Including Peripherals                                     [**]        [**]         [**]             [**]
 8)   Server Hardware Leases                                                    [**]        [**]         [**]             [**]
 9)   Server Hardware Maintenance Agreements                                    [**]        [**]         [**]             [**]
10)   Server Operating System Software                                          [**]        [**]         [**]             [**]
11)   Server Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)            [**]        [**]         [**]             [**]
12)   Retained Servers                                                          [**]        [**]         [**]             [**]
13)   Server Software: AT&T provided Applications (Note 9)                      [**]        [**]         [**]             [**]
                                                                                [**]        [**]         [**]             [**]
      OTHER COMPUTING HARDWARE - AT&T FACILITIES                                [**]        [**]         [**]             [**]
14)   Other Computing Hardware Including Peripherals                            [**]        [**]         [**]             [**]
15)   Other Computing Hardware Leases                                           [**]        [**]         [**]             [**]
16)   Other Computing Hardware Maintenance Agreements                           [**]        [**]         [**]             [**]
17)   Other Computing Hardware Operating System Software                        [**]        [**]         [**]             [**]
18)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System
         Management Tools, etc.) (Note 1)                                       [**]        [**]         [**]             [**]
19)   Other Computing Software: AT&T provided Applications (Note 9)             [**]        [**]         [**]             [**]
                                                                                [**]        [**]         [**]             [**]
      OTHER COMPUTING HARDWARE - AMDOCS FACILITIES OR THIRD PARTY LOCATIONS     [**]        [**]         [**]             [**]
20)   Other Computing Hardware Including Peripherals                            [**]        [**]         [**]             [**]
21)   Other Computing Hardware Leases                                           [**]        [**]         [**]             [**]
22)   Other Computing Hardware Maintenance Agreements                           [**]        [**]         [**]             [**]
23)   Other Computing Hardware Operating System Software                        [**]        [**]         [**]             [**]
24)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System Management
         Tools, etc.) (Note 1)                                                  [**]        [**]         [**]             [**]
25)   Other Computing Software: AT&T provided Applications (Note 9)             [**]        [**]         [**]             [**]

      FACILITIES MANAGEMENT - AT&T FACILITIES  (DATA CENTER) / AT&T SITES
26)   Space including all other services (i.e. office space for employees)      [**]        [**]         [**]             [**]
27)   Raised Floor Environmental Equipment                                      [**]        [**]         [**]             [**]
28)   Raised Floor Power                                                        [**]        [**]         [**]             [**]
29)   Raised Floor Cooling                                                      [**]        [**]         [**]             [**]
30)   Connection between NIC Card and LAN                                       [**]        [**]         [**]             [**]
31)   Network Cabling and Wiring - Within the AT&T Facilities and AT&T Sites    [**]        [**]         [**]             [**]
32)   Interconnecting Cabling and Wiring - Between AT&T Facilities and AT&T
         Sites                                                                  [**]        [**]         [**]             [**]
                                                                                [**]        [**]         [**]             [**]
      FACILITIES MANAGEMENT - AT&T FACILITIES / AT&T SITES (OFFICES)
33)   Space Including all other services (i.e. office space for employees)      [**]        [**]         [**]             [**]
34)   Raised Floor Environmental Equipment                                      [**]        [**]         [**]             [**]
35)   Raised Floor Power                                                        [**]        [**]         [**]             [**]
36)   Raised Floor Cooling                                                      [**]        [**]         [**]             [**]
37)   Connection between NIC Card and LAN                                       [**]        [**]         [**]             [**]
38)   Network Cabling and Wiring - Within the Facility                          [**]        [**]         [**]             [**]
39)   Interconnecting Cabling and Wiring - Between Facilities                   [**]        [**]         [**]             [**]

      FACILITIES MANAGEMENT - AMDOCS FACILITIES OR THIRD PARTY FACILITIES
40)   Space Including all other services (i.e. office space for employees)      [**]        [**]         [**]             [**]
41)   Raised Floor Environmental Equipment                                      [**]        [**]         [**]             [**]
42)   Raised Floor Power                                                        [**]        [**]         [**]             [**]
43)   Raised Floor Cooling                                                      [**]        [**]         [**]             [**]
44)   Connection between NIC Card and LAN                                       [**]        [**]         [**]             [**]
45)   Network Cabling and Wiring - Within the Facility                          [**]        [**]         [**]             [**]
46)   Interconnecting Cabling and Wiring - Between Amdocs Facilities            [**]        [**]         [**]             [**]

      STORAGE HARDWARE AND MEDIA (AT&T SITES)
47)   Storage Hardware (e.g., Disk, Tape Drives, Tape Automation, Silos,
         Virtual Tape Environment, SAN Equipment, etc.)                         [**]        [**]         [**]             [**]
48)   Storage Hardware Leases                                                   [**]        [**]         [**]             [**]
49)   Storage Management Software                                               [**]        [**]         [**]             [**]
50)   Tapes Including Off-Site Storage and Mailing / Shipping                   [**]        [**]         [**]             [**]

      DATA NETWORK
51)   Network Hardware in AT&T Sites/AT&T Facilities:  Routers, LAN hubs,
         LAN switches, DSU's, Firewalls, Multiplexers, DNS Servers, WINS
         Servers, DHCP Servers, PDC's, BDC's, Network Gateways, Voice/FAX
         over IP Gateways                                                       [**]        [**]         [**]             [**]
52)   Network Hardware Leases in AT&T Sites/AT&T Facilities                     [**]        [**]         [**]             [**]
53)   Network Equipment between AT&T Facilities                                 [**]        [**]         [**]             [**]

<CAPTION>
                                                                              SUPPORT / OPERATIONAL
                                                                                     EXPENSE
                                                                              ---------------------
                                                                                   FINANCIAL
                                                                                 RESPONSIBILITY
                                                                               -------------------
                                                                                AMDOCS    CHARGING
      SERVICES                                                                 OR AT&T   MECHANISM
                                                                               -------   ---------
<S>                                                                            <C>       <C>
      MAINFRAME AT AT&T FACILITIES
 1)   Mainframe Hardware Including Peripherals                                   [**]       [**]
 2)   Mainframe Hardware Leases                                                  [**]       [**]
 3)   Mainframe Hardware Maintenance Agreements                                  [**]       [**]
 4)   Mainframe Operating System Software                                        [**]       [**]
 5)   Mainframe Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)             [**]       [**]
 6)   Mainframe Software: AT&T provided Applications (Note 9)                    [**]       [**]
                                                                                 [**]       [**]
      APPLICATION / UTILITY SERVERS AT AT&T FACILITIES                           [**]       [**]
 7)   Server Hardware Including Peripherals                                      [**]       [**]
 8)   Server Hardware Leases                                                     [**]       [**]
 9)   Server Hardware Maintenance Agreements                                     [**]       [**]
10)   Server Operating System Software                                           [**]       [**]
11)   Server Third Party Software (e.g., Utilities, Compilers, Database
         Managers, Development Tools, System Management Tools, etc.)             [**]       [**]
12)   Retained Servers                                                           [**]       [**]
13)   Server Software: AT&T provided Applications (Note 9)                       [**]       [**]
                                                                                 [**]       [**]
      OTHER COMPUTING HARDWARE - AT&T FACILITIES                                 [**]       [**]
14)   Other Computing Hardware Including Peripherals                             [**]       [**]
15)   Other Computing Hardware Leases                                            [**]       [**]
16)   Other Computing Hardware Maintenance Agreements                            [**]       [**]
17)   Other Computing Hardware Operating System Software                         [**]       [**]
18)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System
         Management Tools, etc.) (Note 1)                                        [**]       [**]
19)   Other Computing Software: AT&T provided Applications (Note 9)              [**]       [**]
                                                                                 [**]       [**]
      OTHER COMPUTING HARDWARE - AMDOCS FACILITIES OR THIRD PARTY LOCATIONS      [**]       [**]
20)   Other Computing Hardware Including Peripherals                             [**]       [**]
21)   Other Computing Hardware Leases                                            [**]       [**]
22)   Other Computing Hardware Maintenance Agreements                            [**]       [**]
23)   Other Computing Hardware Operating System Software                         [**]       [**]
24)   Other Computing Hardware Third Party Software (e.g., Utilities,
         Compilers, Database Managers, Development Tools, System Management
         Tools, etc.) (Note 1)                                                   [**]       [**]
25)   Other Computing Software: AT&T provided Applications (Note 9)              [**]       [**]

      FACILITIES MANAGEMENT - AT&T FACILITIES  (DATA CENTER) / AT&T SITES
26)   Space including all other services (i.e. office space for employees)       [**]       [**]
27)   Raised Floor Environmental Equipment                                       [**]       [**]
28)   Raised Floor Power                                                         [**]       [**]
29)   Raised Floor Cooling                                                       [**]       [**]
30)   Connection between NIC Card and LAN                                        [**]       [**]
31)   Network Cabling and Wiring - Within the AT&T Facilities and AT&T Sites     [**]       [**]
32)   Interconnecting Cabling and Wiring - Between AT&T Facilities and AT&T
         Sites                                                                   [**]       [**]
                                                                                 [**]       [**]
      FACILITIES MANAGEMENT - AT&T FACILITIES / AT&T SITES (OFFICES)
33)   Space Including all other services (i.e. office space for employees)       [**]       [**]
34)   Raised Floor Environmental Equipment                                       [**]       [**]
35)   Raised Floor Power                                                         [**]       [**]
36)   Raised Floor Cooling                                                       [**]       [**]
37)   Connection between NIC Card and LAN                                        [**]       [**]
38)   Network Cabling and Wiring - Within the Facility                           [**]       [**]
39)   Interconnecting Cabling and Wiring - Between Facilities                    [**]       [**]

      FACILITIES MANAGEMENT - AMDOCS FACILITIES OR THIRD PARTY FACILITIES
40)   Space Including all other services (i.e. office space for employees)       [**]       [**]
41)   Raised Floor Environmental Equipment                                       [**]       [**]
42)   Raised Floor Power                                                         [**]       [**]
43)   Raised Floor Cooling                                                       [**]       [**]
44)   Connection between NIC Card and LAN                                        [**]       [**]
45)   Network Cabling and Wiring - Within the Facility                           [**]       [**]
46)   Interconnecting Cabling and Wiring - Between Amdocs Facilities             [**]       [**]

      STORAGE HARDWARE AND MEDIA (AT&T SITES)
47)   Storage Hardware (e.g., Disk, Tape Drives, Tape Automation, Silos,
         Virtual Tape Environment, SAN Equipment, etc.)                          [**]       [**]
48)   Storage Hardware Leases                                                    [**]       [**]
49)   Storage Management Software                                                [**]       [**]
50)   Tapes Including Off-Site Storage and Mailing / Shipping                    [**]       [**]

      DATA NETWORK
51)   Network Hardware in AT&T Sites/AT&T Facilities:  Routers, LAN hubs,
         LAN switches, DSU's, Firewalls, Multiplexers, DNS Servers, WINS
         Servers, DHCP Servers, PDC's, BDC's, Network Gateways, Voice/FAX
         over IP Gateways                                                        [**]       [**]
52)   Network Hardware Leases in AT&T Sites/AT&T Facilities                      [**]       [**]
53)   Network Equipment between AT&T Facilities                                  [**]       [**]
</TABLE>


                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of AT&[Time], Amdocs, and
their affiliated companies only and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1

<PAGE>

SCHEDULE D.1 - FINANCIAL AND OPERATIONAL RESPONSIBILITY MATRIX

                                                        Agreement Number: xxxxxx
                                                                      Schedule D
                                                                Responsibilities

<TABLE>
<S>                                                                           <C>              <C>             <C>            <C>
54)   Data Network Connections between (i) AT&T Facilities and (ii) Amdocs
         Facilities (i.e. T1s, DS3, 56K)                                           [**]             [**]           [**]        [**]
55)   Network Software Associated with Network Hardware at AT&T Sites/AT&T
         Facilities                                                                [**]             [**]           [**]        [**]
56)   Network Hardware and Software at Amdocs Service Facilities that IS
         NOT associated with connections                                           [**]             [**]           [**]        [**]
57)   Network Hardware and Software at Amdocs Service Facilities that IS
         associated with connections                                               [**]             [**]           [**]        [**]
                                                                                   [**]             [**]           [**]        [**]
      VOICE NETWORK                                                                [**]             [**]           [**]        [**]
58)   AMDOCS Services Facilities                                                   [**]             [**]           [**]        [**]
59)   AT&T Sites/AT&T Facilities (Note 5)                                          [**]             [**]           [**]        [**]
                                                                                   [**]             [**]           [**]        [**]
      VIDEO NETWORK                                                                [**]             [**]           [**]        [**]
60)   Video Hardware and Software between AT&T Locations                           [**]             [**]           [**]        [**]
61)   Video Services between AT&T Locations                                        [**]             [**]           [**]        [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN AT&T SITES/ AT&T FACILITIES (FOR UP TO THE
         TRANSITIONED PERSONNEL AMOUNT WHERE APPLICABLE UNDER THE
         AGREEMENT)
62)   Network Printers at AT&T Sites/AT&T Facilities for Transitioned
         Employees, AMDOCS Personnel or Third Party Contractors                    [**]             [**]           [**]        [**]
63)   Desktop / Laptop / Workstations for AMDOCS Personnel performing
         Services at AT&T Facilities (note 7)                                      [**]             [**]           [**]        [**]
64)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                                  [**]             [**]           [**]        [**]
65)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)           [**]             [**]           [**]        [**]
66)   Pagers and Fax Machines (Note 8)                                             [**]             [**]           [**]        [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN NON-AT&T SITES/ NON-AT&T FACILITIES
67)   Network Printers at non-AT&T Sites/non-AT&T Facilities for
         Transitioned Employees, AMDOCS Personnel or Third Party
         Contractors                                                               [**]             [**]           [**]        [**]
68)   Desktop / Laptop / Workstations for Transitioned O&WS Employees,
         AMDOCS Personnel or Third Party Contractors working on a O&WS
         application at non-AT&T Sites/non-AT&T Facilities                         [**]             [**]           [**]        [**]
69)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                                  [**]             [**]           [**]        [**]
70)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)           [**]             [**]           [**]        [**]
71)   Pagers and Fax Machines                                                      [**]             [**]           [**]        [**]
      THIRD PARTY CONTRACTS / SERVICES
      Intenionally blank.

                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]

<CAPTION>
<S>                                                                           <C>          <C>         <C>           <C>
54)   Data Network Connections between (i) AT&T Facilities and (ii) Amdocs
         Facilities (i.e. T1s, DS3, 56K)                                         [**]         [**]         [**]        [**]
55)   Network Software Associated with Network Hardware at AT&T Sites/AT&T
         Facilities                                                              [**]         [**]         [**]        [**]
56)   Network Hardware and Software at Amdocs Service Facilities that IS
         NOT associated with connections                                         [**]         [**]         [**]        [**]
57)   Network Hardware and Software at Amdocs Service Facilities that IS
         associated with connections                                             [**]         [**]         [**]        [**]
                                                                                 [**]         [**]         [**]        [**]
      VOICE NETWORK                                                              [**]         [**]         [**]        [**]
58)   AMDOCS Services Facilities                                                 [**]         [**]         [**]        [**]
59)   AT&T Sites/AT&T Facilities (Note 5)                                        [**]         [**]         [**]        [**]
                                                                                 [**]         [**]         [**]        [**]
      VIDEO NETWORK                                                              [**]         [**]         [**]        [**]
60)   Video Hardware and Software between AT&T Locations                         [**]         [**]         [**]        [**]
61)   Video Services between AT&T Locations                                      [**]         [**]         [**]        [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN AT&T SITES/ AT&T FACILITIES (FOR UP TO THE
         TRANSITIONED PERSONNEL AMOUNT WHERE APPLICABLE UNDER THE
         AGREEMENT)
62)   Network Printers at AT&T Sites/AT&T Facilities for Transitioned
         Employees, AMDOCS Personnel or Third Party Contractors                  [**]         [**]         [**]        [**]
63)   Desktop / Laptop / Workstations for AMDOCS Personnel performing
         Services at AT&T Facilities (note 7)                                    [**]         [**]         [**]        [**]
64)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                                [**]         [**]         [**]        [**]
65)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)         [**]         [**]         [**]        [**]
66)   Pagers and Fax Machines (Note 8)                                           [**]         [**]         [**]        [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN NON-AT&T SITES/ NON-AT&T FACILITIES
67)   Network Printers at non-AT&T Sites/non-AT&T Facilities for
         Transitioned Employees, AMDOCS Personnel or Third Party
         Contractors                                                             [**]         [**]         [**]        [**]
68)   Desktop / Laptop / Workstations for Transitioned O&WS Employees,
         AMDOCS Personnel or Third Party Contractors working on a O&WS
         application at non-AT&T Sites/non-AT&T Facilities                       [**]         [**]         [**]        [**]
69)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                                [**]         [**]         [**]        [**]
70)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)         [**]         [**]         [**]        [**]
71)   Pagers and Fax Machines                                                    [**]         [**]         [**]        [**]
      THIRD PARTY CONTRACTS / SERVICES
      Intenionally blank.

                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]

<CAPTION>
<S>                                                                           <C>       <C>           <C>          <C>
54)   Data Network Connections between (i) AT&T Facilities and (ii) Amdocs
         Facilities (i.e. T1s, DS3, 56K)                                        [**]        [**]         [**]             [**]
55)   Network Software Associated with Network Hardware at AT&T Sites/AT&T
         Facilities                                                             [**]        [**]         [**]             [**]
56)   Network Hardware and Software at Amdocs Service Facilities that IS
         NOT associated with connections                                        [**]        [**]         [**]             [**]
57)   Network Hardware and Software at Amdocs Service Facilities that IS
         associated with connections                                            [**]        [**]         [**]             [**]
                                                                                [**]        [**]         [**]             [**]
      VOICE NETWORK                                                             [**]        [**]         [**]             [**]
58)   AMDOCS Services Facilities                                                [**]        [**]         [**]             [**]
59)   AT&T Sites/AT&T Facilities (Note 5)                                       [**]        [**]         [**]             [**]
                                                                                [**]        [**]         [**]             [**]
      VIDEO NETWORK                                                             [**]        [**]         [**]             [**]
60)   Video Hardware and Software between AT&T Locations                        [**]        [**]         [**]             [**]
61)   Video Services between AT&T Locations                                     [**]        [**]         [**]             [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN AT&T SITES/ AT&T FACILITIES (FOR UP TO THE
         TRANSITIONED PERSONNEL AMOUNT WHERE APPLICABLE UNDER THE
         AGREEMENT)
62)   Network Printers at AT&T Sites/AT&T Facilities for Transitioned
         Employees, AMDOCS Personnel or Third Party Contractors                 [**]        [**]         [**]             [**]
63)   Desktop / Laptop / Workstations for AMDOCS Personnel performing
         Services at AT&T Facilities (note 7)                                   [**]        [**]         [**]             [**]
64)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                               [**]        [**]         [**]             [**]
65)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)        [**]        [**]         [**]             [**]
66)   Pagers and Fax Machines (Note 8)                                          [**]        [**]         [**]             [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN NON-AT&T SITES/ NON-AT&T FACILITIES
67)   Network Printers at non-AT&T Sites/non-AT&T Facilities for
         Transitioned Employees, AMDOCS Personnel or Third Party
         Contractors                                                            [**]        [**]         [**]             [**]
68)   Desktop / Laptop / Workstations for Transitioned O&WS Employees,
         AMDOCS Personnel or Third Party Contractors working on a O&WS
         application at non-AT&T Sites/non-AT&T Facilities                      [**]        [**]         [**]             [**]
69)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                               [**]        [**]         [**]             [**]
70)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)        [**]        [**]         [**]             [**]
71)   Pagers and Fax Machines                                                   [**]        [**]         [**]             [**]
      THIRD PARTY CONTRACTS / SERVICES
      Intenionally blank.

                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]

<CAPTION>
<S>                                                                            <C>       <C>
54)   Data Network Connections between (i) AT&T Facilities and (ii) Amdocs
         Facilities (i.e. T1s, DS3, 56K)                                         [**]       [**]
55)   Network Software Associated with Network Hardware at AT&T Sites/AT&T
         Facilities                                                              [**]       [**]
56)   Network Hardware and Software at Amdocs Service Facilities that IS
         NOT associated with connections                                         [**]       [**]
57)   Network Hardware and Software at Amdocs Service Facilities that IS
         associated with connections                                             [**]       [**]
                                                                                 [**]       [**]
      VOICE NETWORK                                                              [**]       [**]
58)   AMDOCS Services Facilities                                                 [**]       [**]
59)   AT&T Sites/AT&T Facilities (Note 5)                                        [**]       [**]
                                                                                 [**]       [**]
      VIDEO NETWORK                                                              [**]       [**]
60)   Video Hardware and Software between AT&T Locations                         [**]       [**]
61)   Video Services between AT&T Locations                                      [**]       [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN AT&T SITES/ AT&T FACILITIES (FOR UP TO THE
         TRANSITIONED PERSONNEL AMOUNT WHERE APPLICABLE UNDER THE
         AGREEMENT)
62)   Network Printers at AT&T Sites/AT&T Facilities for Transitioned
         Employees, AMDOCS Personnel or Third Party Contractors                  [**]       [**]
63)   Desktop / Laptop / Workstations for AMDOCS Personnel performing
         Services at AT&T Facilities (note 7)                                    [**]       [**]
64)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                                [**]       [**]
65)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)         [**]       [**]
66)   Pagers and Fax Machines (Note 8)                                           [**]       [**]

      DESKTOP / LAPTOP / WORKSTATIONS AND RELATED INFRASTRUCTURE FOR
         TRANSITIONED EMPLOYEES, AMDOCS PERSONNEL OR THIRD PARTY
         CONTRACTORS IN NON-AT&T SITES/ NON-AT&T FACILITIES
67)   Network Printers at non-AT&T Sites/non-AT&T Facilities for
         Transitioned Employees, AMDOCS Personnel or Third Party
         Contractors                                                             [**]       [**]
68)   Desktop / Laptop / Workstations for Transitioned O&WS Employees,
         AMDOCS Personnel or Third Party Contractors working on a O&WS
         application at non-AT&T Sites/non-AT&T Facilities                       [**]       [**]
69)   Desktop Third Party Software (e.g., Microsoft Operating System
         Software, Microsoft Office, IDM Panagon)                                [**]       [**]
70)   Miscellaneous Consumable Supplies (e.g., Paper, Print Toner, etc.)         [**]       [**]
71)   Pagers and Fax Machines                                                    [**]       [**]
      THIRD PARTY CONTRACTS / SERVICES
      Intenionally blank.

                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
                                       [**]
</TABLE>


                      RESTRICTED - PROPRIETARY INFORMATION
  This information is for use by authorized employees of AT&[Time], Amdocs, and
their affiliated companies only and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        2
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                       Schedule D.3 - AT&T Rules

                                  SCHEDULE D.3
                                   AT&T RULES

This is Schedule D.3 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for ADM services.

Amdocs shall comply with AT&T Rules in accordance with SECTION 6.3 of the
Agreement, including the policies, rules and regulations specified in this
SCHEDULE D.3 and/or available at http://security.att.com/ and
http://www.security.att.com/HTML/ASPR.html, as such AT&T Rules may be modified
by AT&T from time to time and communicated to Amdocs in accordance with SECTION
6.3.

1.   WORK POLICIES AND RULES

     a.   During the performance of Services, representatives of Amdocs,
          including the Amdocs Personnel ("Amdocs Representatives") shall adhere
          to AT&T Rules and policies, including but not limited to those
          specified in the AT&T Code of Business Conduct, as amended from time
          to time, all in accordance with SECTION 6.3 of the Agreement.

     b.   Without limiting the Amdocs obligation in clause (a), Amdocs shall
          ensure that the personal conduct and comments in the workplace of
          Amdocs Representatives support a professional environment which is
          free of inappropriate behavior, language, joke or actions which could
          be perceived as sexual harassment or as biased, demeaning, offensive,
          derogatory to others based upon race, color, religion, national
          origin, sex, age, sexual orientation, marital status, veteran's status
          or disability. Amdocs further agrees that Amdocs Representatives will
          refrain from words or conduct that is threatening and/or disrespectful
          of others.

     c.   Without limiting Amdocs' obligation in clauses (a) or (b), if AT&T
          provides Amdocs Representatives access to its computer systems, Amdocs
          agrees (i) to use such systems in a professional manner, (ii) to use
          such systems only for business purposes and solely for the purposes of
          performing under the Agreement, (iii) to use such systems in
          compliance with AT&T's applicable standards and guidelines for
          computer systems use, as outlined in AT&T's Security Policies and
          Procedures, and (iv) to use password devices, if applicable and if
          requested by AT&T. Without limiting the foregoing, any access provided
          by AT&T, or by virtue of the presence of Amdocs Representatives at
          AT&T locations, including but not limited to access to intranet and
          internet services, shall not be used for personal purposes or for any
          purpose which is not directly related to the Services. Amdocs agrees
          that Amdocs Representatives must have a valid AT&T business reason to
          access the intranet and/ or the internet from within AT&T's private
          corporate network.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies, except by
                               written agreement.


                                       1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                       Schedule D.3 - AT&T Rules

2.   ACCESS

     a.   When appropriate, Amdocs shall have reasonable access to AT&T's
          premises during normal business hours, and at such other times as may
          be agreed upon by the Parties to enable Amdocs to perform its
          obligations under the Agreement. Amdocs shall coordinate such access
          with AT&T's designated representative prior to visiting such premises.
          Amdocs will ensure that only Amdocs Representatives will be allowed to
          enter AT&T's premises. If AT&T requests Amdocs to discontinue
          furnishing any person provided by Amdocs from performing Services on
          AT&T's premises, in accordance with the terms and conditions of the
          Agreement, Amdocs shall immediately comply with such request. Such
          person shall leave AT&T's premises immediately and Amdocs shall not
          furnish such person again to perform services on AT&T's premises
          without AT&T's written consent.

     b.   AT&T may require Amdocs or its Amdocs Representatives to exhibit
          identification credentials, which AT&T may issue to gain access to
          AT&T's premises for the performance of Services. If, for any reason,
          any Amdocs Representative is no longer performing such Services,
          Amdocs shall immediately inform AT&T and promptly deliver to AT&T such
          person's identification credentials, if issued by AT&T. Amdocs agrees
          to comply with AT&T's corporate policy requiring Amdocs
          Representatives to exhibit their company photo identification in
          addition to the AT&T issued photo identification when on AT&T's
          premises.

     c.   Amdocs shall ensure that Amdocs Representatives, while on or off
          AT&T's premises, will perform Services which (i) conform to the
          Specifications, (ii) protect AT&T Data, buildings and structures,
          (iii) does not interfere with AT&T's business operations, and (iv)
          perform such Services with care and due regard for the safety,
          convenience and protection of AT&T, its employees, and property and in
          full conformance with the policies specified in the AT&T Code of
          Business Conduct, which prohibits the possession of a weapon or an
          implement which can be used as a weapon (a copy of the AT&T Code of
          Business Conduct is available upon request).

     d.   Amdocs shall ensure that all persons furnished by Amdocs work
          harmoniously with all others when on AT&T's premises.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies, except by
                               written agreement.


                                       2
<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

                                   SCHEDULE E
                              THIRD PARTY SOFTWARE

This is Schedule E of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]                       [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
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[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5

<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
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[**]                     [**]             [**]      [**]
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[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 6

<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule E - Third Party Software

<TABLE>
<CAPTION>
SOFTWARE SUPPLIER NAME                    VERSION
   (CONTRACT NUMBER)     SOFTWARE TITLE    NUMBER   TECHNOLOGY CLASS
- ----------------------   --------------   -------   ----------------
<S>                      <C>              <C>       <C>
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]             [**]      [**]
[**]                     [**]
[**]                     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 7
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

                                   SCHEDULE F

                                 SERVICE LEVELS

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Affiliated Companies, only, and is not for distribution within or outside those
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<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

                                TABLE OF CONTENTS

1.0  GENERAL...............................................................    1

2.0  DEFINITIONS...........................................................    1

3.0  ATTACHMENTS...........................................................    1

4.0  REPORTING.............................................................    1

5.0  SERVICE LEVEL [**]....................................................    3

6.0  [**]..................................................................    5

7.0  [**]..................................................................    6

8.0  NOTICE OF ADDITIONS, DELETIONS AND MODIFICATIONS......................    7

9.0  ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS.....   10

10.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS...........................   12

11.0 CRITICAL DELIVERABLES.................................................   14

12.0 COMMENCEMENT OF OBLIGATIONS...........................................   14

13.0 COOPERATION...........................................................   14

14.0 CONTINUOUS IMPROVEMENT................................................   14

15.0 TIMES.................................................................   16

16.0 EXCEPTIONS............................................................   16

                      RESTRICTED - PROPRIETARY INFORMATION
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Affiliated Companies, only, and is not for distribution within or outside those
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                                        i

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

                                 SERVICE LEVELS

This is Schedule F of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for ADM services.

1.0  GENERAL

This Schedule sets forth certain quantitative Critical Service Levels (also
referred to herein as "CSLS"), Key Measurements (also referred to herein as
"KMS") and Critical Deliverables against which Amdocs' performance shall be
measured. As of the Commencement Date, Amdocs will perform the Services at or
above the performance levels described in this Schedule.

2.0  DEFINITIONS

Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules (including ATTACHMENT E to
this SCHEDULE F).

3.0  ATTACHMENTS

The following Attachments are hereby incorporated by reference:

ATTACHMENT A:   Service Level Matrix for Critical Service Levels and Key
                Measurements

ATTACHMENT B:   Service Level Definitions

ATTACHMENT C:   Critical Deliverables

ATTACHMENT D:   (Reserved)

ATTACHMENT E:   SLA Terms and Glossary

4.0  REPORTING

Unless otherwise specified in this Schedule, each Critical Service Level and Key
Measurement shall be measured and reported on a monthly basis beginning on the
Commencement Date; provided, however, to the extent that [**]. By the [**],
Amdocs shall provide to AT&T, [**]. At AT&T's request, Amdocs shall [**].

Amdocs shall provide [**], and Amdocs shall provide [**] during the Term. In
[**], AT&T shall on a [**] by Amdocs as such [**].

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

Amdocs will [**] for which Amdocs [**] meet the Service Levels by:

1.   Promptly [**];

2.   Promptly [**];

3.   Using [**] as soon as practicable;

4.   Advising AT&T [**];

5.   Providing [**]; and

6.   Making [**].

5.0  SERVICE LEVEL [**]

In the event of a Service Level Failure in respect of Critical Service Levels,
Amdocs shall [**]:

1.   [**] the information [**] in the event of a Service Level Failure of a
     Critical Service Level ("SERVICE LEVEL [**]). For each such Service Level
     Failure, [**]:

          [**]

          For example only, assume that Supplier fails to meet the Minimum
          Service Level with respect to a Critical Service Level [**] and
          consequently a minimum Service Level failure results. Also, assume
          that:

          [**]

          then the Service Level [**] for such Service Level Failure would be
          [**]

               [**]

2.   If more than one Service Level Failure occurs in a single Measurement
     Period, the [**] Expected Service Level Failure. [**] Expected Service
     Level [**].

3.   If a Minimum Service Level Failure [**] the applicable Service Level [**].
     For clarity, the applicable Service Level [**].

4.   [**], Amdocs shall notify AT&T in writing of any Service Level Failures
     [**] such Service Level Failures, which notice shall be [**]; provided that
     Service Level [**], but not later than [**]. The monthly reports shall also
     describe [**] the month.

                      RESTRICTED - PROPRIETARY INFORMATION
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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

5.   [**] Amdocs will be [**] shall be [**]; provided that such [**], but not
     later than [**]. For example, the amount [**] with respect to Service Level
     Failures [**] shall be set forth [**].

6.0  [**]

Amdocs shall have the right to [**]:

1.   Within fifteen (15) days after the end of each Contract Year, Amdocs shall
     deliver a report to AT&T that will include, with respect to each Critical
     Service Level for which there was a Service Level Failure during the
     preceding Contract Year, the following:

     1.1. Statistics on Amdocs' monthly performance for each Measurement Period
          during the preceding Contract Year.

     1.2. The Yearly Performance Average.

     1.3. The total [**] Critical Service Level.

2.   If, during the preceding Contract Year, Amdocs achieved a Yearly
     Performance Average in a Critical Service Level (for which the Expected
     Service Level is different from the Minimum Service Level) that [**] during
     that preceding Contract Year, Amdocs will [**] for that Critical Service
     Level. [**] Service Level [**] for that Service [**] Service Level [**].

3.   [**] the monthly invoice reflecting charges for the first month following
     the month [**]. In the case where there will be no further invoices, [**]
     the end of the last month of the Term.

4.   If the Critical Service Level was in effect for less than the entire
     Contract Year, the foregoing process shall be undertaken only with respect
     to the portion of the Contract Year during which the Critical Service Level
     was in effect. If the Agreement or any portion thereof is terminated prior
     to the end of the Term, the foregoing process shall be undertaken only with
     respect to the portion of the Contract Year during which the Agreement was
     in effect.

5.   These [**] provisions shall only affect Amdocs' ability to [**] the
     Agreement or any other AT&T rights or remedies.

7.0  [**]

Federal and state regulatory authorities have mandated that AT&T maintain [**]
with which AT&T has [**]. Federal or state regulatory authorities may, at any
time, require modifications, additions or deletions to [**].

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

Amdocs shall deliver the Services to AT&T [**] prescribed by Federal and/or
state regulatory authorities. [**] AT&T to state regulatory commissions in
compliance with regulatory requirements. The [**] or, as requested by AT&T, by
Amdocs personnel and provided by Amdocs [**].

In the event Federal or state regulatory authorities no longer require AT&T to
[**], and AT&T ceases [**]. Consistent with [**], AT&T will provide [**].

For some of the [**]. For these [**].

In a given month, if the [**], AT&T's [**]. Amdocs may [**], in which case,
[**].

AT&T's [**]. In addition, if Amdocs [**], Amdocs will [**].

8.0  NOTICE OF ADDITIONS, DELETIONS AND MODIFICATIONS

1.   GENERAL. New Critical Service Levels, associated Service Level [**] and Key
     Measurements may be added, deleted or modified [**] as specified herein,
     subject to not exceeding the Maximum Number of Measurements. For example,
     additions or substitutions may occur in conjunction with changes to the
     environment and the introduction of new Equipment or Software or means of
     Service delivery; provided, however, that where such Equipment or Software
     or means of Service delivery is a replacement or upgrade of existing
     technology, there shall be a presumption of equivalent or improved
     performance.

     AT&T will send written notice to Amdocs at least [**] days prior to the
     effective date of the: additions, deletions or modifications to Service
     Levels, which include the movement of Critical Service Levels to Key
     Measurements or Key Measurements to Critical Service Levels; or
     modifications to individual Service Level [**]. AT&T may send only one such
     notice, [**].

2.   ADDITIONS, DELETIONS OR MODIFICATIONS AND SETTING SERVICE LEVEL TARGETS AT
     COMMENCEMENT DATE. Both AT&T and Amdocs acknowledge that AT&T may add,
     delete or modify Critical Service Levels and Key Measurements during the
     [**] following the Commencement Date and these changes will not count as
     [**]. AT&T and Amdocs also acknowledge that [**] as of the Commencement
     Date may not [**] as of the Commencement Date. [**], AT&T and Amdocs agree
     to [**] during a [**] for Expected Service Levels and Minimum Service
     Levels using industry standard measures, [**]. Both Parties agree that:

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

     2.1  [**] service measurements (including AT&T - provided services) exist
          for a particular Service, [**]; the Expected Service Level shall then
          be [**]; and the Minimum Service Level shall be [**].

     2.2  [**] the Parties agree as follows:

          2.2.1 to work together [**] on Expected Service Levels and Minimum
                Service Levels using industry standard measures, [**]; and

          2.2.2 in the event the Parties [**], Amdocs will [**], AT&T may notify
                Amdocs to calculate Service Level Targets as follows: [**].

     2.3. If Amdocs [**] constructed according to the following: [**]. By way of
          example, [**], respectively. Notwithstanding the foregoing, in the
          case of a [**] and [**].

9.0  ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS

AT&T may add, modify or delete Critical Service Levels as follows:

1.   Additions. Expected Service Levels and Minimum Service Levels associated
     with added Critical Service Levels will be computed as follows:

     1.1. The Parties shall attempt [**] to agree during a [**] period on an
          Expected Service Level and a Minimum Service Level using, as
          appropriate, industry standard measures or [**].

     1.2  In the event the Parties have been unable to agree pursuant to
          PARAGRAPH 1.1 above, then, [**] service measurements (including AT&T -
          provided services) exist for a particular Service, [**]; the Expected
          Service Level shall then be [**]; and the Minimum Service Level shall
          be [**]; or

     1.3. [**], the Parties shall do the following:

          1.3.1 Amdocs shall [**] in accordance with the Change Management
               Procedures.

          1.3.2. [**] as described below, AT&T may at any time in writing
               request [**] the Expected Service Level and Minimum Service
               Level.

          1.3.3. If Amdocs [**] shall be constructed according to the following:
               [**]. By way of example, [**], respectively. Notwithstanding the
               foregoing, in the case of a [**].

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 5

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

     1.4. Notwithstanding the foregoing, upon the introduction of new
          Application Software, the Expected Service Level and Minimum Service
          Level for the Availability of such new Application Software shall be
          as defined in the new Application Software Order if such Expected
          Service Level or Minimum Service Level shall be different from the
          Expected Service Level or Minimum Service Level for the then existing
          Application Software. Following installation, Amdocs shall [**].

2.   PROMOTIONS AND DEMOTIONS. AT&T may designate existing Critical Service
     Levels as Key Measurements and promote existing Key Measurements to
     Critical Service Levels. AT&T may make changes to the Service Level [**]
     for any Critical Service Level including changes in connection with the
     addition or deletion of Critical Service Levels or Key Measurements. A Key
     Measurement that is subject to the foregoing plan requirement and is
     promoted to be a Critical Service Level will not be subject to Service
     Level [**] until such time that the agreed-upon improvement plan is
     completed (without regard to the timing restraints of SECTION 8.0).

3.   DELETIONS. AT&T may delete Critical Service Levels.

4.   IMPACT OF ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS
     ON SERVICE LEVEL [**]. When adding, modifying or deleting a Critical
     Service Level, AT&T may [**]. If AT&T adds a Critical Service Level [**],
     the Service Level [**].

10.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS

AT&T may add or delete Key Measurements as follows:

1.   Additions. Expected Service Levels and Minimum Service Levels associated
     with added Key Measurements will be computed as follows:

     1.1. The Parties shall attempt [**] to agree during a[**] on an Expected
          Service Level and a Minimum Service Level using, as appropriate,
          industry standard measures [**].

     1.2  In the event the Parties have been unable to agree pursuant to
          paragraph 1.1 above, then, [**] of service measurements (including
          AT&T - provided services) exist for a particular Service, [**], the
          Expected Service Level shall then be [**] and the Minimum Service
          Level shall be [**]; or

     1.4. Where the Parties fail to agree (pursuant to PARAGRAPH 1.1) and [**]
          the Parties shall do the following:

          1.4.1 Amdocs shall [**] in accordance with the Change Management
               Procedures.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 6

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

          1.4.2. [**] as described below, AT&T may at any time in writing
               request [**] the Expected Service Level and Minimum Service
               Level.

          1.4.3. If Amdocs [**] shall be constructed according to the following:
               [**]. By way of example, [**], respectively. Notwithstanding the
               foregoing, in the case of a [**].

     1.4. Notwithstanding the foregoing, upon the introduction of a new
          Application Software, the Expected Service Level and Minimum Service
          Level of the Key Measurement for the Availability of such Application
          Software shall be as defined in the new Application Software Order if
          such Expected Service Level or Minimum Service Level shall be
          different from the Expected Service Level or Minimum Service Level for
          the then existing Application Software. Following installation, Amdocs
          shall [**].

2.   DELETIONS. AT&T may delete Key Measurements.

11.0 CRITICAL DELIVERABLES

SCHEDULE F, ATTACHMENT C sets forth the [**] in the event the Amdocs [**] as
specified in SCHEDULE F, ATTACHMENT C. [**] shall not be included in the [**]
charges for the month following the month during which [**]. For example, the
[**] shall be set forth in the invoice [**].

12.0 COMMENCEMENT OF OBLIGATIONS

The obligations set forth herein shall commence on the Commencement Date or as
otherwise specified in SCHEDULE F, ATTACHMENT A referencing the column "Com +
mos**." The numbers used in the column "Com + mos**" are in the format where "X"
represents the number of months after the Commencement Date when Amdocs will
begin being responsible for Service Level [**].

13.0 COOPERATION

The achievement of Service Levels may require the coordinated, collaborative
effort of Amdocs with third parties. Amdocs will provide a single point of
contact for the prompt resolution of all Service Level Failures, regardless of
whether the reason for such Service Level Failures was caused by Amdocs.

14.0 CONTINUOUS IMPROVEMENT

Continuous Improvement Concept. The Parties agree to the concept of continuous
improvement and that the Critical Service Levels and Key Measurements should be
modified during this Agreement to reflect this concept. To accomplish this,
during the annual review as set forth in

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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 7

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

SECTION 9.3 of the Agreement, the Parties will review the prior Contract Year's
actual performance for the Critical Service Levels and Key Measurements [**].
If, during such annual review, the Parties are [**], then AT&T, [**]

1.   CONTINUOUS IMPROVEMENT METHODOLOGY. The Continuous Improvement Methodology
     described below shall not [**].

1.1  EXPECTED SERVICE LEVEL. Each Expected Service Level will be [**]; provided
     that, [**].

     1.1.1 Notwithstanding SECTION 7.2(I), in no event shall any single increase
          in an Expected Service Level exceed [**].

1.2  MINIMUM SERVICE LEVEL

1.2.1 Each Minimum Service Level will be [**] the then-current Minimum Service
     Level, except that if such [**].

15.0 TIMES

Unless otherwise set forth herein, all references in this Schedule to times
shall refer to local times of applicable location.

16.0 EXCEPTIONS

Without derogating from and subject to the provisions of SECTION 10.2 of the
Agreement, Amdocs shall only be responsible for a Service Level [**] for (i)
failure to meet an Service Level to the extent that such failure is attributable
to a root cause under Amdocs' responsibility, or (ii) to the extent that such
failure is not directly attributable to any of the following:

1.   [**] for which [**].

2.   [**] in advance that [**].

3.   Circumstances that excuse performance in connection with a Force Majeure
     Event as specified in SECTION 18.2 of the Agreement.

4.   Execution of the Business Continuity Plan, SCHEDULE D, PART 2, in support
     of a AT&T declared disaster.

5.   [**].

6.   [**] under this Agreement, of which Amdocs has [**].

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                     companies except by written agreement.


                                     Page 8

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule F - Service Levels

Any situation which may constitute an exception or escalation will be handled
using the escalation procedures defined in SCHEDULE D, PART 4 and in a manner
consistent with SECTION 10.2 of the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 9
<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

CRITICAL SERVICE LEVELS

[**]
[**]

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
        ADM            MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
        ---          ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
 1) [**]                                           [**]          [**]   [**]   [**]
 2) [**]                                           [**]          [**]
 3) [**]                                           [**]          [**]   [**]   [**]
 4) [**]                                           [**]          [**]
 5) [**]                                           [**]          [**]   [**]   [**]
 6) [**]                                           [**]          [**]
 7) [**]                                           [**]          [**]   [**]   [**]
 8) [**]                                           [**]          [**]
 9) [**]                                           [**]          [**]   [**]   [**]
10) [**]                                           [**]          [**]
11) [**]                                           [**]          [**]   [**]   [**]
12) [**]                                           [**]          [**]
13) [**]                                           [**]          [**]   [**]   [**]
14) [**]                                           [**]          [**]
15) [**]                                           [**]          [**]   [**]   [**]
16) [**]                                           [**]          [**]
17) [**]                                           [**]          [**]   [**]   [**]
18) [**]                                           [**]          [**]
19) [**]                                           [**]          [**]   [**]   [**]
20) [**]                                           [**]          [**]
21) [**]                                           [**]          [**]   [**]   [**]
22) [**]                                           [**]          [**]
23) [**]                                           [**]          [**]   [**]   [**]
24) [**]                                           [**]          [**]
25) [**]                                           [**]          [**]   [**]   [**]
26) [**]                                           [**]          [**]
27) [**]                                           [**]          [**]   [**]   [**]
28) [**]                                           [**]          [**]
29) [**]                                           [**]          [**]   [**]   [**]
    [**]                                           [**]          [**]
30) [**]                                           [**]          [**]   [**]   [**]
    [**]                                           [**]          [**]
31) [**]                                           [**]          [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

<TABLE>
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
32) [**]                                           [**]          [**]
33) [**]                                           [**]          [**]
34) [**]                                           [**]          [**]   [**]   [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
PROBLEM MANAGEMENT     MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]
- ------------------   ------   --------   -------   -----------   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
35) [**]                                           [**]          [**]   [**]   [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
    GOVERNANCE         MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]
    ----------       ------   --------   -------   -----------   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
                                                                 [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

CRITICAL SERVICE LEVELS

[**]
[**]

<TABLE>
<CAPTION>
                                                                 [**]   [**]   [**]
                     COMM +                        MEASUREMENT   ----   ----   ----
        ADM            MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
        ---          ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
 1) [**]                                               [**]      [**]   [**]   [**]
 2) [**]                                               [**]      [**]   [**]   [**]
 3) [**]                                               [**]      [**]   [**]   [**]
 4) [**]                                               [**]      [**]   [**]   [**]
 5) [**]                                               [**]      [**]   [**]   [**]
 6) [**]                                               [**]      [**]   [**]   [**]
 7) [**]                                               [**]      [**]   [**]   [**]
 8) [**]                                               [**]      [**]   [**]   [**]
 9) [**]                                               [**]      [**]   [**]   [**]
10) [**]                                               [**]      [**]   [**]   [**]
11) [**]                                               [**]      [**]   [**]   [**]
12) [**]                                               [**]      [**]   [**]   [**]
13) [**]                                               [**]      [**]   [**]   [**]
14) [**]                                               [**]      [**]   [**]   [**]
15) [**]                                               [**]      [**]   [**]   [**]
16) [**]                                               [**]      [**]   [**]   [**]
17) [**]                                               [**]      [**]   [**]   [**]
18) [**]                                               [**]      [**]   [**]   [**]
    [**]                                               [**]      [**]   [**]   [**]
19) [**]                                               [**]      [**]   [**]   [**]
20) [**]                                               [**]      [**]   [**]   [**]
21) [**]                                               [**]      [**]   [**]   [**]
22) [**]                                               [**]      [**]   [**]   [**]
23) [**]                                               [**]      [**]   [**]   [**]
24) [**]                                               [**]      [**]   [**]   [**]
25) [**]                                               [**]      [**]   [**]   [**]
26) [**]                                               [**]      [**]   [**]   [**]
27) [**]                                               [**]      [**]   [**]   [**]
28) [**]                                               [**]      [**]   [**]   [**]
29) [**]                                               [**]      [**]   [**]   [**]
30) [**]                                               [**]      [**]   [**]   [**]
31) [**]                                               [**]      [**]   [**]   [**]
32) [**]                                               [**]      [**]   [**]   [**]
33) [**]                                               [**]      [**]   [**]   [**]
</TABLE>

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                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

<TABLE>
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
34) [**]                                               [**]      [**]   [**]   [**]
    [**]
    [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
PROBLEM MANAGEMENT     MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]
- ------------------   ------   --------   -------   -----------   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>

</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
    GOVERNANCE         MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]
    ----------       ------   --------   -------   -----------   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
                                                                 [**]   [**]   [**]
</TABLE>

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                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A


CRITICAL SERVICE LEVELS

[**]
[**]

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT   [**]   [**]   [**]
        ADM            MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
        ---          ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
1)  [**]                                           [**]          [**]   [**]   [**]
2)  [**]                                           [**]          [**]   [**]   [**]
3)  [**]                                           [**]          [**]   [**]   [**]
4)  [**]                                           [**]          [**]   [**]   [**]
5)  [**]                                           [**]          [**]   [**]   [**]
6)  [**]                                           [**]          [**]   [**]   [**]
    [**]                                           [**]          [**]   [**]   [**]
    [**]                                           [**]          [**]   [**]   [**]
7)  [**]                                           [**]          [**]   [**]   [**]
8)  [**]                                           [**]          [**]   [**]   [**]
9)  [**]                                           [**]          [**]   [**]   [**]
10) [**]                                           [**]          [**]   [**]   [**]
    [**]
    [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT   [**]   [**]   [**]
PROBLEM MANAGEMENT     MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
- ------------------   ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>

</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT   [**]   [**]   [**]
    GOVERNANCE         MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
    ----------       ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
                                                                 [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION


                                     Page 5

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

CRITICAL SERVICE LEVELS

[**]
[**]
   [**]

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT   [**]   [**]   [**]
        ADM            MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
        ---          ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
 1) [**]                                               [**]             [**]   [**]
 2) [**]                                               [**]             [**]   [**]
 3) [**]                                               [**]             [**]   [**]
    [**]
    [**]
    [**]
    [**]
 4) [**]                                               [**]             [**]   [**]
 5) [**]                                               [**]             [**]   [**]
 6) [**]                                               [**]             [**]   [**]
 7) [**]                                               [**]             [**]   [**]
 8) [**]                                               [**]             [**]   [**]
 9) [**]                                               [**]             [**]   [**]
10) [**]                                               [**]             [**]   [**]
11) [**]                                               [**]             [**]   [**]
12) [**]                                               [**]             [**]   [**]
13) [**]                                               [**]             [**]   [**]
14) [**]                                               [**]             [**]   [**]
15) [**]                                               [**]             [**]   [**]
16) [**]                                               [**]             [**]   [**]
17) [**]                                               [**]             [**]   [**]
18) [**]                                               [**]             [**]   [**]
19) [**]                                               [**]             [**]   [**]
20) [**]                                               [**]             [**]   [**]
21) [**]                                               [**]             [**]   [**]
22) [**]                                               [**]             [**]   [**]
23) [**]                                               [**]             [**]   [**]
24) [**]                                               [**]             [**]   [**]
25) [**]                                               [**]             [**]   [**]
26) [**]                                               [**]             [**]   [**]
27) [**]                                               [**]             [**]   [**]
28) [**]                                               [**]             [**]   [**]
29) [**]                                               [**]             [**]   [**]
30) [**]                                               [**]             [**]   [**]
</TABLE>

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                                     Page 6

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A


<TABLE>
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
31) [**]                                               [**]             [**]   [**]
32) [**]                                               [**]             [**]   [**]
33) [**]                                               [**]             [**]   [**]
34) [**]                                               [**]             [**]   [**]
35) [**]                                               [**]             [**]   [**]
36) [**]                                               [**]             [**]   [**]
37) [**]                                               [**]             [**]   [**]
38) [**]                                               [**]             [**]   [**]
39) [**]                                               [**]             [**]   [**]
40) [**]                                               [**]             [**]   [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT   [**]   [**]   [**]
PROBLEM MANAGEMENT     MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
- ------------------   ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>

</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT   [**]   [**]   [**]
    GOVERNANCE         MOS    EXPECTED   MINIMUM      WINDOW     [**]   [**]   [**]
    ----------       ------   --------   -------   -----------   ----   ----   ----
<S>                  <C>      <C>        <C>       <C>           <C>    <C>    <C>
                                                                 [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION


                                     Page 7

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

KEY MEASUREMENTS

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
        ADM            MOS    EXPECTED   MINIMUM      WINDOW
        ---          ------   --------   -------   -----------
<S>                  <C>      <C>        <C>       <C>
 1) [**]                                           [**]
 2) [**]                                           [**]
 3) [**]                                           [**]
 4) [**]                                           [**]
 5) [**]                                           [**]
 6) [**]                                           [**]
 7) [**]                                           [**]
 8) [**]                                           [**]
 9) [**]                                           [**]
10) [**]                                           [**]
11) [**]                                           [**]
12) [**]                                           [**]
13) [**]                                           [**]
14) [**]                                           [**]
15) [**]                                           [**]
16) [**]                        [**]       [**]    [**]
17) [**]                                           [**]
18) [**]                                           [**]
19) [**]                                           [**]
20) [**]
    [**]
21) [**]
22) [**]
23) [**]
24) [**]
25) [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
PROBLEM MANAGEMENT     MOS    EXPECTED   MINIMUM      WINDOW
- ------------------   ------   --------   -------   -----------
<S>                  <C>      <C>        <C>       <C>
26) [**]                                           [**]
</TABLE>

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                                     Page 8

<PAGE>

                                                Agreement Number: 20070413.009.C
                                                        Schedule F, Attachment A

KEY MEASUREMENTS

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
        ADM            MOS    EXPECTED   MINIMUM      WINDOW
        ---          ------   --------   -------   -----------
<S>                  <C>      <C>        <C>       <C>
27) [**]                                           [**]
28) [**]                                           [**]
29) [**]
30) [**]
</TABLE>

<TABLE>
<CAPTION>
                     COMM +                        MEASUREMENT
    GOVERNANCE         MOS    EXPECTED   MINIMUM      WINDOW
    ----------       ------   --------   -------   -----------
<S>                  <C>      <C>        <C>       <C>

</TABLE>

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                                     Page 9

<PAGE>

<TABLE>
<S>    <C>    <C>
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]
</TABLE>
<PAGE>

                                                Agreement Number: 20070413.019.C
                                  Schedule F, Att. B - Service Level Definitions

                            SCHEDULE F, ATTACHMENT B
                            SERVICE LEVEL DEFINITIONS

This is Schedule F, Attachment B of the Agreement. Capitalized terms not defined
in this Schedule have the meaning given in the Agreement. Any capitalized term
not defined has its generally understood meaning in the context in which it is
used and the IT industry for the provision of ADM Services.

As provided in the Transition Plan, during the Transition Period, the Parties
will document the AT&T definitions for the Service Levels specified in Schedule
F, Attachment B existing as of the Effective Date. Such definitions shall
include the scope of the Services measured and the method of calculating
compliance with such Service Levels, all in accordance with AT&T's historical
practices and procedures.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                      Schedule F, Att. C - Critical Deliverables

                            SCHEDULE F, ATTACHMENT C
                              CRITICAL DELIVERABLES

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.0 CRITICAL DELIVERABLES - INTRODUCTION....................................   1

2.0 DEFINITIONS.............................................................   1
   2.1 [**].................................................................   1
   2.2 [**].................................................................   1
   2.3 [**].................................................................   1

3.0 TABLE OF CRITICAL DELIVERABLES..........................................   1
</TABLE>

This is Attachment C to Schedule F of the Agreement. Capitalized terms not
defined in this Schedule have the meaning given in the Agreement. Any
capitalized term not defined has its generally understood meaning in the context
in which is it used and the IT industry for the provision of ADM services.

     1.0  CRITICAL DELIVERABLES - INTRODUCTION

This Attachment sets forth certain obligations of Amdocs regarding Critical
Deliverables. If Amdocs [**] Amdocs shall [**].

     2.0  DEFINITIONS

2.1  [**]

Amdocs will [**].

2.2  [**]

Amdocs shall complete [**]. Amdocs shall complete [**] shall include Amdocs'
[**].

2.3  [**]

Amdocs will participate in AT&T conducted [**].

     3.0  TABLE OF CRITICAL DELIVERABLES

TABLE OF CRITICAL DELIVERABLES

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
 Affiliated Companies only, and is not for distribution within or outside those
                                    companies


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                      Schedule F, Att. C - Critical Deliverables

<TABLE>
<CAPTION>
 SECTION      CRITICAL
REFERENCE   DELIVERABLE   DUE DATE   [**]   FREQUENCY
- ---------   -----------   --------   ----   ---------
<S>         <C>           <C>        <C>    <C>
2.          [**]          [**]       [**]   [**]

3.          [**]          [**]       [**]   [**]

4.          [**]          [**]       [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
 Affiliated Companies only, and is not for distribution within or outside those
                                    companies


                                     Page 2




<PAGE>

                                                Agreement Number: 20070413.019.C
                                                        Schedule F, Attachment E
                                                          SLA Terms and Glossary

                                   SCHEDULE F
                                  ATTACHMENT E

                             SLA TERMS AND GLOSSARY

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                        Schedule F, Attachment E
                                                          SLA Terms and Glossary

DEFINITIONS:

The following terms when used in the Service Level Schedule (including any
exhibits thereto) with initial capital letters shall have the respective
meanings set forth herein. Terms used with initial capital letters that are not
defined herein shall have the meaning set forth in the Agreement. Any
capitalized term not defined has its generally understood meaning in the context
in which it is used and the IT industry for the provision of ADM services.

CRITICAL DELIVERABLES means those deliverables performed on a one-time or
periodic basis and identified in SCHEDULE F - ATTACHMENT C and for which [**].

CRITICAL DELIVERABLES [**] means the [**].

CRITICAL SERVICE LEVELS means those Service Levels identified as such in
SCHEDULE F - ATTACHMENT A and described in SCHEDULE F - ATTACHMENT B and for
which a Service Level [**], as they may be modified in accordance with SCHEDULE
F.

DEFECT is defined as both 1) Errors or flaws in baselined documentation or
software components that can result, or have resulted, in the delivery of work
products that do not satisfy business requirements, and 2) A problem or error
found during an inspection, which if uncorrected, will produce an unsatisfactory
product/result.

[**] means the [**] as described in SCHEDULE F - SECTION 7.0.

EXPECTED SERVICE LEVEL means the desired level of performance for a Critical
Service Level or Key Measurement as set forth in SCHEDULE F, ATTACHMENT A as
defined in SCHEDULE F, ATTACHMENT B.

EXPECTED SERVICE LEVEL FAILURE means and will be deemed to occur whenever [**];
provided, however, if such failure to meet the Expected Service Level [**].

[**] means [**].

[**] means any [**] set forth in SCHEDULE F that [**].

[**] means [**].

KEY MEASUREMENTS mean those Service Levels identified as such in SCHEDULE F,
ATTACHMENT A and described in SCHEDULE F, ATTACHMENT B [**].

MAXIMUM NUMBER OF MEASUREMENTS - the maximum number of Critical Service Levels
allowed at any given time is [**]. The total number of Critical Service Levels
and Key Measurements at any given time should not exceed [**].

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                        Schedule F, Attachment E
                                                          SLA Terms and Glossary

MEASUREMENT WINDOW are times defined for each Critical Service Level, Key
Measurement and Critical One Time Deliverable defined in SCHEDULE F, ATTACHMENT
B.

MEASUREMENT PERIOD means [**], unless otherwise noted herein or agreed by the
Parties.

MINIMUM SERVICE LEVEL means the minimum level of performance for a Critical
Service Level or Key Measurement as set forth in SCHEDULE F, ATTACHMENT A as
defined in SCHEDULE F, ATTACHMENT B.

MINIMUM SERVICE LEVEL FAILURE means and will be deemed to occur whenever Amdocs'
level of performance for a particular Service Level fails to meet the Minimum
Service Level for that Service Level and Amdocs has already failed to meet the
same Minimum Expected Service Level [**] within a twelve (12) month rolling
period.

MONTHLY CHARGES means the total charges for Services invoiced by Amdocs to AT&T
in any calendar month.

[**] is calculated as [**].

[**] means [**].

SCHEDULE shall mean this Service Level Schedule.

SERVICE LEVEL TARGETS means the applicable Expected Service Level and the
Minimum Service Level for a Service Level.

[**] is the [**].

SERVICE LEVEL [**] for a Critical Service Level is the [**] The initial Service
Level [**] for Critical Service Levels as of the Commencement Date are set forth
on SCHEDULE F, ATTACHMENT A and may be modified in accordance with the
provisions of SCHEDULE F. Unless otherwise agreed by the Parties, each Critical
Service Level shall be [**]. In the event a Critical Service Level shall not
have an assigned Service Level [**].

SERVICE LEVEL [**] is the [**]. The Service Level [**] for each Critical Service
Level shall be [**].

SERVICE LEVEL FAILURE means a "Minimum Service Level Failure" or "Expected
Service Level Failure," including [**].

YEARLY PERFORMANCE AVERAGE means with respect to any Service Level, the average
of Amdocs' monthly performances for that Critical Service Level during that
preceding Contract Year.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 2
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                    Schedule G - Transition Plan

                                   SCHEDULE G
                                 TRANSITION PLAN

This is Schedule G of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

1.0  TRANSITION PLAN

     This Schedule contains the framework from which transition procedures,
     plans and activities will be documented.

     In accordance with SECTION 4.2 of the Agreement, during the Transition
     Period, the Parties will perform their respective transition obligations as
     described herein and SCHEDULE G, ATTACHMENT A (Detailed Work Plan).

     On the Effective Date, AT&T and Amdocs will each designate personnel to
     form a "Joint Transition Team". The Joint Transition Team is a temporary
     organization that will oversee, manage, and verify Amdoc's provision of the
     Transition Services and both Parties' performance of their respective
     obligations in accordance with the Transition Plan. The Joint Transition
     Team consists of a Joint Steering Committee, Joint Management Team, and
     transition sub-teams, each consisting of the roles and performing the
     responsibilities as jointly defined by the Parties. The Joint Transition
     Team will activate the Governance structure and process as described in
     SCHEDULE D, PART 4 . The Joint Transition Team will be replaced by the
     Governance structure on the Commencement Date, as outlined in SCHEDULE D,
     PART 4.

1.1  ISSUE MANAGEMENT AND ESCALATION

     Any issues or discrepancies that arise after the Effective Date and prior
     to the Commencement Date will be escalated for review and resolution as
     follows:

          -    Joint Transition Management Team. Members to be identified on or
               before the Effective Date. If unresolved, escalate to:

          -    Joint Transition Steering Committee. Members to include Senior
               Management from AT&T and Amdocs. If unresolved, escalate to:

          -    AT&T Executive and Amdocs Executive as provided in SECTION
               19.1(B) of the Agreement.

     Issue management, post Commencement Date and after formation of the AT&T
     Governance Team, will follow the escalation process set forth in SCHEDULE
     D, PART 4.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                    Schedule G - Transition Plan

2.0  ORGANIZATION PLAN

2.1  ORGANIZATION ANALYSIS

     2.1.1 COMMENCEMENT DATE ORGANIZATION CHART

     The Commencement Date organization chart must be completed by Amdocs within
     [**] after the Effective Date and will describe organization units, teams,
     jobs, roles and individuals assigned to each job.

     2.1.2 COMMENCEMENT DATE ASSIGNMENTS

     AT&T will provide input regarding the assignment of each Transitioned
     Employee and in-scope contractor to the jobs depicted on the Commencement
     Date Organization Chart within [**] after Effective Date and forward such
     input to Amdocs.

2.2  FACILITIES PLAN

Detailed plans specifying proposed changes (if any) to the work locations for
Amdocs Personnel at AT&T Facilities.

3.0  COMMUNICATION PLAN

Communications internal to AT&T and external to AT&T including communications
with vendors and the general public will adhere to the detailed plan developed
by AT&T. Amdocs will not otherwise make any general public announcements without
the prior written consent of AT&T.

A general announcement will be given by AT&T to all AT&T employees (both in/out
of scope) on or around the Effective Date. AT&T will hold subsequent meetings
separately with impacted employees, after the general announcement, to address
specific concerns and issues. Employees on vacation or out of the office will be
provided a call-in number to attend the general announcement and will be
directed by their managers on the process for obtaining additional information.

3.1  INTERNAL COMMUNICATIONS

Information relating to employee benefits and termination of employment will be
provided to each employee listed on SCHEDULE L.

     3.1.1 DEVELOP SUPPORT NETWORK

     A direct report to [**] has been identified as the support individual
     responsible for AT&T's activities in communicating the announcement. This
     individual will be responsible for scheduling and conducting meetings with
     the in-scope employees to

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                    Schedule G - Transition Plan

     further explain the impact and to discuss employee concerns. Additional
     resources may be involved in this activity as directed by AT&T.

     3.1.2 PREPARE MATERIALS

     Materials will be prepared according to an AT&T-approved plan.

     3.1.3 PRESENT MATERIALS/CONDUCT MEETING

     Materials will be presented and meetings will be conducted according to an
     AT&T-approved plan.

     3.1.4 CONDUCT FOLLOW-UP QUESTION AND ANSWER SESSIONS

     Follow-up sessions will be conducted according to an AT&T-approved plan.

3.2  EXTERNAL COMMUNICATIONS

Materials used for external communication will be developed and must be approved
by AT&T prior to any announcement relating thereto. Delivery of the external
message, if permitted by AT&T (which will be permitted in the case of any
announcements required by Law), will be synchronized with the delivery of the
internal announcement and Amdocs' announcement. Exact time will be determined
based on mutual agreement by the Parties.

     3.2.1 PREPARE MATERIALS

     Materials will be prepared according to an AT&T-approved plan.

     3.2.2 PRESENT MATERIALS/CONDUCT MEETING

     Material will be presented and meetings will be conducted according to an
     AT&T-approved plan.

4.0  HUMAN RESOURCE PLANS

The completion of the transition of Transitioned Personnel employment from AT&T
to Amdocs shall be considered a Transition Milestone.

4.1  BENEFITS TRANSITION PLANNING AND COMMUNICATION

Amdocs will conduct on-site Benefit/Payroll Information and Q&A sessions after
the announcement date for those AT&T sites that have 10 or more AT&T employees.
Tentative plans call for an AT&T Benefits representative to also be present.
Final plans for AT&T Benefits representatives will be presented to Amdocs the
day following the Effective Date.

4.2  OFFER LETTERS

Offer letters will be [**] . Employees will [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                    Schedule G - Transition Plan

4.3  EMPLOYEE OPTION TO ACCEPT OFFER OR RESIGN

Per Section 8.1(A)(II) AND 8.1(A)(III) of the Agreement.

4.4  SALARY

Per SECTION 8.1(A)(1) and 8.1.(D) of the Agreement.

4.5  BENEFITS

Per SECTION 8.2 of the Agreement.

     4.5.1 HEALTH CARE

     Detailed plans for this activity will be completed during the Transition
     Period.

     4.5.2 INSURANCE

     Detailed plans for this activity will be completed during the Transition
     Period.

     4.5.3 VACATION

     Detailed plans for this activity will be completed during the Transition
     Period.

     4.5.4 401K

     Detailed plans for this activity will be completed during the Transition
     Period.

     4.5.5 PENSION

     Detailed plans for this activity will be completed during the Transition
     Period.

     4.5.6 DISABILITY PLAN

     Detailed plans for this activity will be completed during the Transition
     Period.

     4.5.7 REIMBURSEMENT ACCOUNTS

     Transitioned Employees shall be eligible to participate immediately in all
     reimbursement account plans provided by Amdocs to its similarly situated
     employees.

5.0  GOVERNANCE

5.1  TEAM MEMBERS

During the Transition Period, the Parties will form and name members of their
respective Governance Teams, as defined in SCHEDULE D, PART 4, and will document
the associated Organization charts, description of functions performed, and
contact information.

5.2  POLICIES AND PROCEDURES MANUAL

Amdocs will develop the Policies and Procedures Manual in accordance with
SCHEDULE D, PART 5 Policies and Procedures Manual.

5.3  [**].

[**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                    Schedule G - Transition Plan

6.0  ENHANCEMENT PLANS

Detailed plans for this activity will be completed during the Transition Period.

6.1  Project Transition/Handoff

As of the Effective Date, a list of the current Projects and ongoing Projects
are set forth in SCHEDULE K. As of the Commencement Date, AT&T will have the
right to update the projects listed in SCHEDULE K to include any additions to
and deletions from such list, which have occurred in the ordinary course of
business prior to the Commencement Date.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5
<PAGE>

                                                Agreement Number: 20070413.019.C
                                    Schedule H - Termination Assistance Services

                                   SCHEDULE H
                         TERMINATION ASSISTANCE SERVICES

This is Schedule H of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

The provisions of this Schedule shall supplement, but shall not be construed to
negate, the express provisions of the Agreement with respect to Termination
Assistance Services including SECTION 4.3 of the Agreement.

Amdocs will assist AT&T in the development of a plan for the transition of the
Services from Amdocs to AT&T and/or its designee(s). At a minimum, such
Termination Assistance Services will include preparing that portion of the
termination assistance plan detailing Amdocs' then-current responsibilities,
including schedules and resource commitments. Such Termination Assistance
Services also will include, as and to the extent requested by AT&T, capacity
planning, human resources planning and other planning necessary to effect the
transition.

1.1. KNOWLEDGE TRANSFER

Amdocs will provide reasonable assistance for transfer of knowledge regarding
the Services, AT&T's requirements and related topics so as to facilitate the
transition of provision of the Services to AT&T and/or its designee(s). This
knowledge transfer shall include, as and to the extent requested by AT&T:

     (a)  Supplying information regarding the Services as reasonably necessary
          to implement the termination assistance plan, and providing such
          information regarding Services as reasonably necessary for AT&T and/or
          its designee(s) to assume responsibility for continued performance of
          Services in an orderly manner so as to minimize disruption in the
          operations of AT&T and the Eligible Recipients, including (i) relevant
          documentation; and (ii) key support contacts (names, business phone
          numbers, fax numbers, e-mail addresses and business postal addresses)
          of AT&T, third party personnel and Amdocs Personnel during the
          transition from Amdocs to AT&T and/or its designee(s);

     (b)  Supplying information concerning Software, documentation, types and
          skills of personnel, third parties, and other resources used by Amdocs
          to provide Services to AT&T under this Agreement, as may be reasonably

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                    Schedule H - Termination Assistance Services

          necessary for AT&T and/or its designee(s) to assume responsibility for
          the Services;

     (c)  Explaining the Policy and Procedures Manual, Reports and other
          standards and procedures to AT&T's and/or its designee(s)'s operations
          staff;

     (d)  Providing reasonable access in person and/or by telephone to Amdocs
          Personnel during and following the Termination Assistance Services
          period (including any Amdocs Personnel involved in performing the
          Services during the [**] months preceding Amdocs' receipt of the
          notice of termination or non-renewal); and

     (e)  Explaining the extent and nature of the impact of legal and regulatory
          requirements compliance, if any, on the Services.

1.2. TRANSFER OF RESOURCES

Amdocs shall provide all reasonable assistance required for the transfer to AT&T
and/or its designee(s) of the resources (Software and Third-Party Contracts).
Such assistance shall include at a minimum:

     (a)  Identifying any third-party services used by Amdocs in performing the
          Services that are required by AT&T and/or its designee(s) to perform
          the Services, and to which AT&T is entitled to under the Agreement;

     (b)  Providing asset listings of Software owned or licensed by Amdocs, its
          Subcontractors, AT&T and/or Eligible Recipients used to perform the
          Services to which AT&T is entitled to under the Agreement; and

     (c)  Performing administrative functions required to effect the assignment
          of Software and Third-Party Contracts, which are required by AT&T
          and/or its designee(s) to perform the Services, and to which AT&T is
          entitled to under the Agreement, including transferring billing,
          executing legal documents and performing other necessary functions.

1.3. OPERATIONAL TRANSFER

Amdocs shall perform all activities requested by AT&T pursuant to the Agreement
reasonably required to assist AT&T to assume the operational responsibility for
the Services. This shall include, as and to the extent requested by AT&T:

     (a)  As and to the extent provided in Article 14 of the Agreement,
          providing to AT&T and/or its designee(s) (to the extent AT&T does not
          currently possess), the most current machine-readable source and
          object code, along

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                    Schedule H - Termination Assistance Services

          with run documentation and job control listing for the Software, and
          other similar information necessary to provide the Services;

     (b)  To the extent used to provide the Services, documenting for AT&T
          and/or its designee(s) and delivering to AT&T and/or its designee(s)
          most current source materials (to the extent AT&T is entitled to such
          materials under the Agreement), object libraries and reference files;

     (c)  To the extent applicable, delivering to AT&T and/or its designee(s)
          support profiles, enhancement logs, problem tracking/resolution
          documentation and status reports associated with the Services;

     (d)  Providing to AT&T and/or its designee(s) any trouble logs that AT&T
          does not already have, reporting back at least [**] months prior to
          the effective date of the termination or expiration, and returning any
          other End User information collected or maintained as part of the
          Services as such exists as of the effective date of termination or
          expiration;

     (e)  Assisting AT&T and/or its designee(s) in identifying resource
          requirements, including skilled labor, for the Services;

     (f)  Providing for the orderly hand-off of ongoing ADM activities,
          including a listing of current and planned ADM activities;

     (g)  With respect to each ADM activity, documenting current status,
          stabilizing for continuity during transfer, and providing reasonable
          training to AT&T and/or its designee(s) to achieve transfer of
          responsibility without loss of momentum;

     (h)  Providing to AT&T and/or its designee(s) documentation used by Amdocs
          and necessary to provide the Services, including technical
          documentation, in electronic media, to the extent available, or if not
          available in electronic media, then in hardcopy;

     (i)  Providing in-depth review of Application Software documentation to the
          extent appropriate to affect a successful transition;

     (j)  Documenting for AT&T and/or its designee(s) AT&T Data and databases
          specific to the Services;

     (k)  Providing reasonable training to AT&T and/or its designee(s) with
          respect to use of tools, processes and methodologies relevant to the
          Services;

     (l)  Completing all current development project milestones with due dates
          prior to transfer of operational responsibility, as directed by AT&T;

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                    Schedule H - Termination Assistance Services

     (m)  Providing all other relevant documents and information related to AT&T
          Application Software, including functionality, program code, data
          model and data base structure, access methods and all
          development-related processes;

     (n)  Reviewing all Application Software with AT&T and/or its designee(s);

     (o)  Providing and coordinating assistance to AT&T and/or its designee(s)
          in notifying relevant third parties of the procedures to be followed
          prior to, during, and after the transition;

     (p)  Returning to AT&T any remaining property of AT&T or the Eligible
          Recipients in Amdocs' possession or under Amdocs' control, including
          any remaining reports, AT&T Data, Materials and other Proprietary
          Information of AT&T or the Eligible Recipients;

     (q)  Cooperating with AT&T's test plans, back out procedures, and
          contingency plans as part of the migration of Services;

     (r)  In conjunction with AT&T, assisting in a rehearsal of the migration
          prior to cutover, as requested by AT&T;

     (s)  Maintaining the capability to cut back to Amdocs in case of a service
          failure or service problem within the Termination Assistance Period;

     (t)  After the migration, providing additional assistance as reasonably
          requested by AT&T to facilitate continuity of operations; and

     (u)  To the extent requested by AT&T, freezing all System Changes.

1.4. HUMAN RESOURCES TRANSFER

     Amdocs shall provide all reasonable assistance required in identifying and
     reviewing successor resource set-up and/or resource capabilities to perform
     the Services; provided, however, that, notwithstanding Amdocs' providing
     such assistance, Amdocs does not assume any responsibility or liability for
     AT&T's decisions regarding the successor AT&T engages. This assistance
     shall include, as and to the extent requested by AT&T:

     (a)  Providing a current account organizational chart by individual
          positions assigned by Amdocs to perform the Services;

     (b)  Providing a listing of the positions and the amount of time spent by
          position to provide the Services; and

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                    Schedule H - Termination Assistance Services

     (c)  Reasonable assistance in evaluating personnel requirements to perform
          the Services.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule I - Amdocs Charges

                                   SCHEDULE I

                                 AMDOCS CHARGES

This is SCHEDULE I of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0 DEFINITIONS...........................................................     1
2.0 MAINTENANCE AND SUPPORT SERVICES......................................     1
    2.1 Application Maintenance Charge....................................     1
    2.2 Changes in Application Portfolio..................................     1
3.0 DEVELOPMENT SERVICES..................................................     2
    3.1 Monthly Development Charge........................................     2
    3.2 Development Credit................................................     2
4.0 SERVICES FOR BUNDLED PROJECTS.........................................     2
5.0 INVOICING AND PAYMENT.................................................     2
6.0 ACQUIRED ASSETS.......................................................     2
7.0 BASE CASE VERIFICATION................................................     2
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule I - Amdocs Charges

1.0  DEFINITIONS

     1.   "APPLICATION PORTFOLIO" means the total Applications for which Amdocs
          is then providing Maintenance and Support Services.

     2.   "COMPOSITE LABOR RATE" means an amount equal to $[**] hour.

2.0  MAINTENANCE AND SUPPORT SERVICES

     2.1  APPLICATION MAINTENANCE CHARGE.

The "APPLICATION MAINTENANCE CHARGE" or "AMC" for each (as may be adjusted as
set forth below) is $[**], and is the [**]. The Application Maintenance Charge
shall [**].

     2.2  CHANGES IN APPLICATION PORTFOLIO

     1.   The Parties acknowledge and agree that [**] may change the Application
          Portfolio over time, including the [**]. To the extent any such
          addition or deletion involves a change [**] required for the changed
          Application Portfolio, the AMC will be adjusted as and to the extent
          provided below:

          1.1. To the extent Applications are added or deleted from the
               Application Portfolio, [**].

          1.2. To facilitate the adjustment of charges as provided above, [**].

     2.   In the absence of agreement by the Parties pursuant to paragraph 1
          above, [**]:

          2.1. With respect to [**].

          2.2. With respect to [**] in accordance with Section 3.

     3.   In the absence of agreement by the Parties pursuant to paragraph 1
          above, [**]:

          3.1. [**] as required below.

          3.2. [**].

          3.3. Amdocs [**].

          3.4. AT&T [**].

          3.5. [**]

          3.6. [**].

               3.6.1. [**]

               3.6.2. [**]

     4.   [**].

     5.   Notwithstanding the definition of "New Services" as provided in
          Section 2.1 of the Agreement, [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule I - Amdocs Charges

3.0  DEVELOPMENT SERVICES

     3.1  MONTHLY DEVELOPMENT CHARGE.

          Supplier shall invoice AT&T on a monthly basis for Development
          Services in an amount determined [**].

     3.2  Development Credit

          AT&T may be entitled to a payment or credit from Amdocs (each, a
          "DEVELOPMENT CREDIT") based on [**], as set forth in the table below.
          The Development Credit will be issued on [**].

          At AT&T's election, the Development Credit may [**].

          [**]

4.0  SERVICES FOR BUNDLED PROJECTS

In the case of Services performed pursuant to SECTIONS 10.1, 10.2 or 10.3 of
SCHEDULE D, PART 1 for the benefit of multiple Projects that consist of
Maintenance and Support Projects and Development Projects, such Services shall
be chargeable as Development Services based upon the ratio of hours expended on
Development Services to the total hours expended in the release.

5.0  INVOICING AND PAYMENT

     1.   Amdocs shall invoice AT&T, and AT&T shall pay Amdocs, for the Charges
          specified in this SCHEDULE I in accordance with ARTICLE 12 of the
          Agreement.

     2.   Amdocs will invoice AT&T in US dollars (USD), even for Services
          provided from other countries in support of the USA.

6.0  ACQUIRED ASSETS

As of the Effective Date, AT&T shall retain ownership of all Systems on which
the Application Software resides and will not transfer ownership of any of the
Equipment in its data centers or other facilities to Amdocs.

7.0  BASE CASE VERIFICATION

The Composite Labor Rate, Application Maintenance Charge and Development Credit
are calculated as set forth in Schedule J AT&T Base Case, utilizing the
financial experience of AT&T as at the Effective Date. The calculation set forth
in Schedule J as of the Effective Date is based upon the data set forth in
Schedule J. Within the first [**] following the Effective Date, the Parties
shall [**]. To the extent the Parties determine during such [**] period that
there was an [**] in the

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Schedule I - Amdocs Charges

financial data used in the calculation set forth in Schedule J, the Parties
agree to [**]. Upon agreement of the Parties to such [**] as at the Effective
Date.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3
<PAGE>

                                                      Agreement Number: 05040057
                                                                      Schedule J

SCHEDULE J

This is Schedule J of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement.

Any capitalized term not defined has its generally understood meaning in the
context in which it is used and the IT industry for the provision of ADM
services.

TRANSFERRED SALARIES AND CONTRACTOR COSTS

<TABLE>
<CAPTION>
                                               Total Annual   Average   Rate   TEAM    Projected
Employees (by Title)              # in Title     Salaries      Salary   Zone     %    TEAM @100%
- --------------------              ----------   ------------   -------   ----   ----   ----------
<S>                               <C>          <C>            <C>       <C>    <C>    <C>          <C>
Assoc. Manager / Assoc. Analyst
Analyst
Sr. Analyst
Application / Sr. Team Lead                     (Information removed at this time)
Technical Architect
Sr. Tech. Architect
Sr. Tech Director
Business Manager
Sr. Business Manager

                                  [**]         [**]           Salaries (w/o TEAM)     [**]         TEAM Bonus
                                               [**]           [**]                    [**]         [**]
                                               [**]           Annual Loaded Salary    [**]         Loaded TEAM Amt

Contractor
Onsite  (Note 1)                  [**]                                  [**]
Offshore                          [**]                                  [**]
                                  [**]         [**]           Annual Contractor Expense

SUMMARY:                                       [**]
Employee Salary (Loaded)                                      (Without TEAM Bonus)
Offshore Contractor Cost                               [**]
                                               [**]
Loaded TEAM Bonus                              [**]
                                               [**]
Less: [**]% Discount                           [**]
Total After [**]% discount                     [**]
Maintenance Portion ([**]%)                    [**]
AMC                                            [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
The Information contained herein is for use only by authorized employees of AT&T
 Services Inc., and authorized Affiliates of AT&T Services Inc., and is not for
        general distribution within or outside the respective companies.


                                       1.

<PAGE>

                                                      Agreement Number: 05040057
                                                                      Schedule J

ANNUAL APPLICATION DEVELOPMENT AND MAINTENANCE HOURS AS OF APRIL 15, 2007
([**] TRANSFERRED EMPLOYEES & [**] THIRD PARTY OFFSHORE CONTRACTORS)

<TABLE>
<CAPTION>
                                                      Transferred
                                                       Positions
                                                      -----------
<S>                                            <C>    <C>           <C>
 1) Employees Transferred                                    [**]
 2) Times: Work Hours in Year Per Employee                   [**]   [**]
 3) Annual Employee Hours                                    [**]   [**]
 4) Less: Non-Productive Hours (Note 1)                      [**]   [**]
 5) Annual Application Development and
       Maintenance (ADM) Hours (Employees)                   [**]   [**]
                                                             [**]
 6) Onsite Third Party Contractors                           [**]
 7) Times: Work Hours in Year Per Contractor                 [**]   [**]
 8) Annual Contractor Hours                                  [**]   [**]
 9) Less: Non-Productive Hours (Note 2)                      [**]   [**]
10) Annual ADM Hours (Onsite Contractors)                    [**]   [**]
11) Off-shore Third Party Contractors                        [**]
12) Times: Work Hours in Year Per Contractor                 [**]   [**]
13) Annual Contractor Hours                                  [**]   [**]
14) Less: Non-Productive Hours (Note 3)                      [**]   [**]
15) Annual ADM Hours (Offshore Contractors)                  [**]   [**]
16) Summary
17) Annual ADM Hours (Transferred Employees)                 [**]   [**]
18) Annual ADM Hours (Onsite Contractors)                    [**]   [**]
19) Annual ADM Hours (Offshore Contractors)                  [**]   [**]
20) Annual ADM Hours                                         [**]   [**]
21) Monthly ADM Hours                                        [**]   [**]
22)                                            [**]          [**]   [**]
23)                                            [**]          [**]   [**]
24)                                            [**]          [**]   [**]
25)                                            [**]          [**]   [**]
</TABLE>

Notes:

(1)  Nonproductive hours for average transferred employee: [**]

(2)  Nonproductive hours for transferred onsite Third Party contractor:[**]

(3)  Nonproductive hours for transferred offshore Third Party contractor: [**]

(4)  Based upon a study of the twelve months prior to the Effective Date, the
     split between development and maintenance/support is:

<TABLE>
<S>                   <C>
Development           [**]
Maintenance/Support   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
The Information contained herein is for use only by authorized employees of AT&T
 Services Inc., and authorized Affiliates of AT&T Services Inc., and is not for
        general distribution within or outside the respective companies.


                                       2.

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                                      Schedule J

LABOR RATES

<TABLE>
<S>                                       <C>    <C>
HOURLY LABOR RATE CALCULATION
 1) Transferred Employees                 [**]   [**]
 2)                                       [**]   [**]
 3)                                       [**]   [**]
 4)                                       [**]   [**]
 5)                                       [**]   [**]
 6)                                       [**]   [**]
                                          [**]   [**]
 7)                                       [**]   [**]
 8)                                       [**]   [**]
                                          [**]   [**]
 9) Transferred Third Party Contractors   [**]   [**]
10)                                       [**]   [**]
11)                                       [**]   [**]
12) Transferred Third Party Contractors   [**]   [**]
                                          [**]   [**]
13)                                       [**]   [**]
14)                                       [**]   [**]

ADDITIONAL RESOURCE CHARGE RATES
15) Composite Labor Rate                  [**]   [**]
    [**]                                         [**]
</TABLE>


                                       3.
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                 Schedule K - ACME Projects List

   This is Schedule K of the Agreement. Capitalized terms not defined in this
               Schedule have the meaning given in the Agreement.
  Any capitalized term not defined has its generally understood meaning in the
    context in which it is used and the IT industry for the provision of ADM
                                   services.

<TABLE>
<CAPTION>
                                                         TARGETED
WORK REQUEST /  CLIENT OF  PROJECT    PROJECT             RELEASE                                   MAINT/
     EAP#         RECORD     NAME   DESCRIPTION  STATUS    DATE    REGION  PM  HOURS  DEVELOPMENT  SUPPORT
- --------------  ---------  -------  -----------  ------  --------  ------  --  -----  -----------  -------
<S>             <C>        <C>      <C>          <C>     <C>       <C>     <C> <C>    <C>          <C>
[**]                                [**]         [**]              [**]               [**]
</TABLE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions. [**] A total of 35 pages have
been omitted.


                      RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use only by authorized employees of ATT
            Service, Inc., Amdocs, and thier authorized Affiliates.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                 Schedule L - Affected Employees
                                                  and Critical Support Personnel

                                   SCHEDULE L
                AFFECTED EMPLOYEES AND CRITICAL SUPPORT PERSONNEL

This is Schedule L of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM Services.

This Schedule L, to be provided by AT&T to Amdocs on or after the Effective
Date, is deemed to include the names of AT&T Personnel and the designation of
Critical Support Personnel. AT&T may designate alternate AT&T Personnel as
Critical Support Personnel to the extent an AT&T Personnel designated as
Critical Support Personnel does not ultimately accept Amdocs' offer of
employment.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Schedule L.1 - Employee Benefit Plans

                                  SCHEDULE L.1
                             EMPLOYEE BENEFIT PLANS

This is Schedule L.1 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

In accordance with Article 8 (including Section 8.2) of the Agreement, Amdocs
has provided copies of Amdocs Benefit Plans to AT&T Human Resources. The
following is a list of such Benefit Plans:

     [**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                               Schedule M - [**]

                                   SCHEDULE M
                                      [**]

This is Schedule M of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM Services.

[**]

     This Agreement may not be terminated (in whole or in part) by AT&T pursuant
     to Section 20.3 of the Agreement for a period of twenty four months
     following the Commencement Date. In the event the Agreement is terminated
     for convenience by AT&T in full following the first twenty-four (24) months
     after the Commencement Date, AT&T shall pay Amdocs [**] set forth in Table
     1 below.

     TABLE 1.

<TABLE>
<CAPTION>
[**]   [**]
- ----   ----
<S>    <C>
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
</TABLE>

     The [**] set forth in the TABLE 1 above represents the [**]:

     1. [**];

     2. [**].

     In the event the Agreement is terminated for convenience by AT&T in part
     (whether in one partial termination event or through a series of partial
     termination events), AT&T shall pay Amdocs [**].

     To the extent AT&T requests Termination Assistance Services per SECTION 4.3
     of the Agreement, AT&T shall pay for such Services as set forth in SECTIONS
     4.3(B)(VIII) and 4.3(B)(IX) of the Agreement.

     [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                               Schedule M - [**]

     The Parties agree that the [**].

     TABLE 2

<TABLE>
<CAPTION>
[**]   [**]   [**]
- ----   ----   ---
<S>    <C>    <C>
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
</TABLE>

     Additionally, if following termination, AT&T or third party selected by
     AT&T wishes to [**]. Except as expressly provided otherwise in the
     Agreement, [**] set forth above. Accordingly, [**].

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                               Schedule M - [**]

     If Termination Assistance Services are not requested by AT&T, after the
     receipt of AT&T's payment for any Services, Amdocs shall [**].

     The foregoing states AT&T's sole and entire liability for fees and Amdocs'
     sole remedy for liability arising solely from AT&T's termination for
     convenience.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                  Schedule N.1 - AT&T Facilities

                                  SCHEDULE N.1
                                 AT&T FACILITIES

This is Schedule N.1 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

This Schedule N.1 provides the list of AT&T Facilities for use by Amdocs as
provided in Section 6.1 of the Agreement.

<TABLE>
<CAPTION>
          STREET                      CITY         STATE    ZIP
- ------------------------------   ---------------   -----   -----
<S>                              <C>               <C>     <C>
2700 WATT AVE                    SACRAMENTO          CA    95821
3707 KINGS WAY                   SACRAMENTO          CA    95821
7337 TRADE ST                    SAN DIEGO           CA    92121
2600 CAMINO RAMON                SAN RAMON           CA    94583
1 SCIENCE PARK                   NEW HAVEN           CT    06511
555 LONG WHARF DR                NEW HAVEN           CT    06511
225 W RANDOLPH ST -- Z1          CHICAGO             IL    60606
350 N ORLEANS ST                 CHICAGO             IL    60606
2000 W AT&T CENTER DR -- Z1      HOFFMAN ESTATES     IL    60192
220 N MERIDIAN ST                INDIANAPOLIS        IN    46204
240 N MERIDIAN ST                INDIANAPOLIS        IN    46204
5400 FOXRIDGE DR                 MISSION             KS    66202
31100 PLYMOUTH RD                LIVONIA             MI    48150
23500 NORTHWESTERN HWY BLDG      SOUTHFIELD          MI    48075
4 S OAK ST                       ELDON               MO    65026
909 CHESTNUT ST                  SAINT LOUIS         MO    63101
909 CHESTNUT ST -- YELLOW PAGE   SAINT LOUIS         MO    63101
300 WESTAGE BUSINESS CNTR        FISHKILL            NY    12524
6889 SNOWVILLE RD                BRECKSVILLE         OH    44141
45 ERIEVIEW PLAZA                CLEVELAND           OH    44114
510 S ELGIN AVE                  TULSA               OK    74120
530 MCCULLOUGH AVE               SAN ANTONIO         TX    75215
722 N BROADWAY                   MILWAUKEE           WI    53202
740 N BROADWAY                   MILWAUKEE           WI    53202
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                Schedule N.2 - Amdocs Facilities

                                  SCHEDULE N.2
                                AMDOCS FACILITIES

This is SCHEDULE N.2 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

<TABLE>
<CAPTION>
COUNTRY               STREET                   CITY          STATE      ZIP
- -------   ------------------------------   ------------   ----------   -----
<S>       <C>                              <C>            <C>          <C>
USA       2545 North First Street          San Jose       California   95131
USA       1390 Timberlake Manor Parkway    Chesterfield   Missouri     63017
USA       500 Chestnut Street, Suite 200   Abilene        Texas        79602
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
[**]      [**]                             [**]
</TABLE>

*    The facility associated with this designation from which [**] is providing
     ADM services to AT&T as of the Effective Date is approved by AT&T.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                               Schedule N.4 - Amdocs Competitors

                                  SCHEDULE N.4
                               AMDOCS COMPETITORS

This is SCHEDULE N.4 of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

System Integrators:

Accenture Ltd.
International Business Machine Corp (IBM)
Electronic Data Systems Corporation (EDS)
[**]
Hewlett Packard Development Company, L.P.
Infosys Technologies Limited
[**]
CGI Group Inc. (includes AMS, American Management Systems Inc.)
Tata Consultancy Services Ltd.
Convergys Corp. (includes TELESENS/KSCL, GENEVA, Cygent)
[**]
Tech Mahindra Limited
Wipro Ltd.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                               Schedule P - [**]

                                   SCHEDULE P
                                      [**]

This is SCHEDULE P of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

At AT&T's request, Amdocs will [**].

AT&T may [**].

     [**]

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]
- ----   ----   ----   ----
<S>    <C>    <C>    <C>
[**]                 [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]                 [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
</TABLE>

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.


                                     Page 1
<PAGE>

                                               Agreement Number: 200070413.019.C
                                                            Schedule Q - Reports

                                   SCHEDULE Q
                                     REPORTS

This is Schedule Q of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

This Schedule provides a list of certain required Reports as discussed in
SECTION 9.3 of the Agreement. Without limiting the foregoing, as part of the
Services, Amdocs shall provide all reports required under the Agreement in
accordance with Section 9.3(a) of the Agreement and other reports as were
provided by or for AT&T during the twelve (12) months preceding the Commencement
Date provided that Amdocs has knowledge of such reports and AT&T requires the
continued provision of such reports.

<TABLE>
<CAPTION>
                                                                                                      SCHEDULE / MASTER
REF #   REPORT TITLE/DESCRIPTION                                        RECIPIENT   FREQUENCY        AGREEMENT REFERENCE
- -----   ------------------------                                        ---------   ---------   ----------------------------
<S>     <C>                                                             <C>         <C>         <C>
1       SLA PERFORMANCE REPORT - CSLS                                   **          [**]        SCHEDULE F, 4.0
2       SLA PERFORMANCE REPORT - KMS                                    **          [**]        SCHEDULE F, 4.0
3       SLA PERFORMANCE REPORT - CRITICAL DELIVERABLES                  **          [**]        SCHEDULE F, 4.0
4       SERVICE LEVEL FAILURES & CREDITS REPORT                         **          [**]        SCHEDULE F, 5.0.4
5       APPLICATION STATUS REPORTING                                    **          [**]        SCHEDULE D, PART 1, 2.1.10
6       ADM PROJECT LOG                                                 **          [**]
           (CURRENT LIST OF PROJECTS, TARGET RELEASE, RESOURCE
           ESTIMATES)
7       ORGANIZATION CHART                                              **          [**]
8       PERSONNEL ROSTER                                                **          [**]
9       PERSONNEL ADD/DELETES                                           **          [**]
10      QUARTERLY EQUIPMENT INVENTORY REVIEW                            **          [**]
11      TRANSITION SERVICES STATUS REPORT                               **          [**]        AGREEMENT, SECTION 4.3.D
12      EVALUATION OF THIRD PARTY SOFTWARE                              **          [**]        AGREEMENT, SECTION 6.4.D
13      EVALUATION OF THIRD PARTY EQUIPMENT, COMPABILITY WITH THE       **          [**]        AGREEMENT, SECTION 6.4.E
           SERVICES
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                               Agreement Number: 200070413.019.C
                                                            Schedule Q - Reports

<TABLE>
<CAPTION>
                                                                                                      SCHEDULE / MASTER
REF #   REPORT TITLE/DESCRIPTION                                        RECIPIENT   FREQUENCY        AGREEMENT REFERENCE
- -----   ------------------------                                        ---------   ---------   ----------------------------
<S>     <C>                                                             <C>         <C>         <C>
14      PROBLEM ANALYSIS                                                **          [**]        AGREEMENT, SECTION 7.3
           (ROOT CAUSE ANALYSIS & PROCESS IMPROVEMENT PLAN)
15      SURVEY FOLLOWUP                                                 **          [**]        AGREEMENT, SECTION 7.5(C)
           (ROOT CAUSE ANALYSIS & PROCESS IMPROVEMENT PLAN)                                     SCHEDULE P
16      NOTICE OF DEFAULT                                               **          [**]        AGREEMENT, SECTION 7.6
17      AMDOCS PERFORMANCE PROGRAM                                      **                      AGREEMENT, SECTION 9.4.C
18      TEMPORARY EMERGENCY FIX                                         **          [**]        AGREEMENT, SECTION 9.6.F
19      AMDOCS INTERNAL AUDIT REPORT                                    **          [**]        AGREEMENT, SECTION 9.9.F
20      RESPONSE TO AT&T INTERNAL OR EXTERNAL AUDITS                    **          [**]        AGREEMENT, SECTION 9.9.G
21      MBE/WBE/DVBE PARTICIPATION PLAN                                 **          [**]        AGREEMENT, SECTION 9.11(II)
22      [**]                                                            **          [**]        AGREEMENT, SECTION 11.11.C
23      COMPLIANCE WITH LAWS STATUS REPORTING                           **          [**]        AGREEMENT, SECTION 12.5
24      SUBCONTRACTOR PERFORMANCE REPORT                                **          [**]        SCHEDULE C.1, 5
25      HOURS CHARGEABLE TO T&M BUDGET                                  **          [**]        SCHEDULE D, PART 1, 2.3.2
           (CURRENT MONTH, YTD AND CUMULATIVE SINCE COMMENCEMENT                                SCHEDULE D, PART 1, 2.3.3
           DATE)
26      MONTHLY SUPPORT HOURS REPORT                                    **          [**]        SCHEDULE D, PART 1, 12.1.4
27      PROJECT STATUS TRACKING                                         **          [**]        SCHEDULE D, PART 1, 2.4
28      PRODUCTIVITY IMPROVEMENTS                                       **          [**]        SCHEDULE D, PART 1, 6.0
29      - HOW DIFFERENT FROM 31                                         **          [**]
30      DAILY SEVERITY 1 AND SEVERITY 2 PROBLEM STATUS                  **          [**]        SCHEDULE D, PART 1, 12.2.3.4
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                               Agreement Number: 200070413.019.C
                                                            Schedule Q - Reports

<TABLE>
<CAPTION>
                                                                                                      SCHEDULE / MASTER
REF #   REPORT TITLE/DESCRIPTION                                        RECIPIENT   FREQUENCY        AGREEMENT REFERENCE
- -----   ------------------------                                        ---------   ---------   ----------------------------
<S>     <C>                                                             <C>         <C>         <C>
31      CUMULATIVE PROBLEM TRACKING REPORT                              **          [**]        SCHEDULE D, PART 1, 12.2.3.8
32      ROOT CAUSE ANALYSIS FOR SEVERITY 1, SEVERITY 2 AND              **                      SCHEDULE D, PART 1, 3.2.4
           SEVERITY 3 PROBLEMS                                                                  SCHEDULE D, PART 1, 12.2.1.4
33      LASR REFLOW STATISTICS                                          **          [**]        SCHEDULE F, TBD
34      CHANGE IN LAW PROGRESS REPORTS                                  **          [**]        SCHEDULE D, PART 1, 12.2.2.4
35                                                                      **          [**]
36      TIME REPORTING STATUS REPORT                                    **          [**]        SCHEDULE D, PART 1, 12.9
37      CINCINNATI BELL SUPPORT LOG                                     **                      SCHEDULE D, PART 1, 12.10
           (LOG OF SUPPORT PROVIDED TO CINCINNATI BELL) ???
38      SECURITY: VIOLATION REPORTS                                     **          [**]        SCHEDULE D, PART 2, 3.1.11
39      SECURITY: ACCOUNT UTILIZATION REPORTS                           **          [**]        SCHEDULE D, PART 2, 3.1.19
40      DISASTER RECOVERY TEST REPORT                                   **          [**]        SCHEDULE D, PART 2, 6.3.6
41      TRANSITION PLAN                                                 **          [**]        SCHEDULE G
42      TERMINATION ASSISTANCE SERVICES                                 **          [**]        SCHEDULE H
                                                                        **          [**]
44      PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN                  **          [**]        SCHEDULE S
45      IT PEFORMANCE MEASURES REMEDY REPORT                            **          [**]        TBD
46      OBF PREORDERING MONITORING REPORTS - NEED MORE INFORMATION      **          [**]        TBD
47      RELEASE CONTENTS BY RELEASE - NEED MORE INFORMATION             **          [**]        TBD
48      CORPORATE INFORMATION SECURITY - DATASET ACCESS REPORTS:        **          [**]        TBD
           EMERGENCY ACCESS; TURNAROUND TIME; APPROVED ACCESS CHANGES
           - DON'T UNDERSTAND THIS REQUIREMENT
</TABLE>

**   Report Recipients will be determined during Transition

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3
<PAGE>

                                                Agreement Number: 20070413.019.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

SCHEDULE S - PRIME AMDOCS MBE/WBE/DVBE PARTICIPATION PLAN

                          YEAR REPORTING: _____________

PRIME SUPPLER NAME:   __________________________________________________________
ADDRESS:              __________________________________________________________
                      __________________________________________________________
COMPANY E-MAIL:       __________________________________________________________
TELEPHONE NUMBER:     __________________________________________________________

DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:

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

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

1.   GOALS

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

          MINORITY BUSINESS ENTERPRISES (MBEs)            ______________________
          WOMAN BUSINESS ENTERPRISES (WBEs)               ______________________
          DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs)   ______________________

     B.   WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:

          Ameritech                        _____________________________________
          Bell South                       _____________________________________
          Nevada Bell                      _____________________________________
          Pacific Bell                     _____________________________________
          Southern New England Telephone   _____________________________________
          Southwestern Bell                _____________________________________
          Ameritech Data Services (ADS)    _____________________________________
          AT&T Advanced Solutions (ASI)    _____________________________________
          AT&T Long Distance               _____________________________________
          AT&T Telecom (National/Local)    _____________________________________
          AT&T Mobility                    _____________________________________
          Other AT&T Affiliate             _____________________________________
          Total Across Affiliates          _____________________________________

          Note: Indicate dollar award(s) as it applies to this contract (i.e.
          Pacific Bell, SWBT, and/or Affiliate).

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

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

          MINORITY BUSINESS ENTERPRISES (MBEs)            ______________________
          WOMAN BUSINESS ENTERPRISES (WBEs)               ______________________
          DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs)   ______________________

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

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

            DETAILED PLAN FOR USE OF MBE/WBE/DVBES AS SUBCONTRACTORS,
                       DISTRIBUTORS, VALUE-ADDED RESELLERS

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

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

</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

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

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

     A.   ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN

     B.   SUBMIT SUMMARY REPORTS

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

     NAME:
                             ---------------------------------------------------
     TITLE:
                             ---------------------------------------------------
     TELEPHONE NUMBER:
                             ---------------------------------------------------

     AUTHORIZED SIGNATURE:
                             ---------------------------------------------------
     DATE:
                             ---------------------------------------------------

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                     Schedule S - MBE/BE/DVBE Participation Plan

<TABLE>
<S>                  <C>
                                                 M/WBE-DVBE QUARTERLY RESULTS REPORT
                                                  FOR THE FOLLOWING AT&T AFFILIATE:

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

     NOTE: Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly traceable to sales DURING THE REPORT QUARTER.

                                   Results must be reported individually for each AT&T subsidiary.
- ------------------------------------------------------------------------------------------------------------------------------------
THIS SUMMARY REPORT SHOULD BE E-MAILED TO:    AT&TSD@MSG.PACBELL.COM

Authorized signed copy should be mailed to:   PRIME SUPPLIER PROGRAM MANAGER
                                              2600 CAMINO RAMON,  ROOM 1E050
                                              SAN RAMON, CA  94583   FAX # (925)867-4414

   Note: Questions and/or requests for assistance may be referred to the Prime Supplier Program Manager at AT&TSD@msg.pacbell.com
- ------------------------------------------------------------------------------------------------------------------------------------

1. REPORTING COMPANY:                                          2. CONTRACT/     3. REPORT QUARTER:
                                                                  WORK ORDER
Company Name:                                                     NUMBER:       This report reflects the utilization of Minority
                    ----------------------------------------                    Business Enterprise/Woman Business Enterprise/
Address:                                                                        Disabled Veterans Enterprise participation for
                    ----------------------------------------                    period
City, State, Zip:
                    ----------------------------------------                                                                 through
Contact Name:                                                  --------------   --------------------------------------------
                    ----------------------------------------   (If available)   --------------------------------------------
Title:                                                                                     (Please indicate dates)
                    ----------------------------------------
E-mail:
                    ----------------------------------------
Date:
                    ----------------------------------------
Telephone:
                    ----------------------------------------


SIGNATURE:
           -------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
                       PARTICIPATION GOAL                                              PARTICIPATION ACHIEVEMENT
- ----------------------------------------------------------------   -----------------------------------------------------------------
4.                    ANNUAL GOAL                                  5.                                   ACTUAL FOR QUARTER
                   ----------------                                                                ---------------------------
                   MBE   WBE   DVBE                                                                  MBE       WBE       DVBE
                   ---   ---   ----                                                                -------   -------   -------
Percent of Total                                                   Dollars paid by Prime
   Sales           ___   ___   ____                                   Supplier to Subcontractors   _______   _______   _______
                                                                   Total Dollars Paid to
                                                                      Prime Supplier by AT&T       _______   _______   _______
                                                                   % of total AT&T $ Paid by
                                                                      Prime Supplier to
                                                                      Subcontractors               #DIV/0!   #DIV/0!   #DIV/0!
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    AT&T - SUBCONTRACTING RESULTS
- ------------------------------------------------------------------------------------------------------------------------------------
6. M/WBE-DVBE SUBCONTRACTOR(S)                                     Ethnic/Gender:                                     Total Dollars:
                                                                   --------------                                     --------------
Name:
                     --------------------------------------
Address:                                                           ------------------------------------------------
                     --------------------------------------
City, State, Zip:
                     --------------------------------------        CERTIFYING AGENCY:
Telephone:
                     --------------------------------------        ------------------------------------------------
Goods or Services:
                     --------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                    SEC - SUBCONTRACTING RESULTS
- ------------------------------------------------------------------------------------------------------------------------------------
6. M/WBE-DVBE SUBCONTRACTOR(S)                                     Ethnic/Gender:                                     Total Dollars:
                                                                   --------------                                     --------------
Name:
                     --------------------------------------
Address:                                                           ------------------------------------------------
                     --------------------------------------
City, State, Zip:
                     --------------------------------------        CERTIFYING AGENCY:
Telephone:
                     --------------------------------------        ------------------------------------------------
Goods or Services:
                     --------------------------------------
                                                                   If other please specify:

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

To add additional subcontractors, copy the entire light gray area and paste directly below this line.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4
<PAGE>

                                                Agreement Number: 20070413.019.C
                           Schedule U - Executive Orders and Federal Regulations

                                   SCHEDULE U
                    EXECUTIVE ORDERS AND FEDERAL REGULATIONS

This is Schedule U of the Agreement. Capitalized terms not defined in this
Schedule have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the ADM industry.

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

1.   EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT
     CONTRACTORS

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

2.   AGREEMENT OF NON SEGREGATED FACILITIES

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

3.   AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                           Schedule U - Executive Orders and Federal Regulations

4.   AGREEMENT OF FILING

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

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

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

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

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

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

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

     (c)  As used in this Agreement, the term "small business concern" shall
          mean a small business as defined pursuant to Section 3 of the Small
          Business Act and relevant regulations promulgated pursuant thereto.
          The term "small business concern owned and controlled by socially and
          economically disadvantaged individuals" shall mean a small business
          concern (i) which is at least fifty-one percent (51%) unconditionally
          owned by one or more socially and economically disadvantaged
          individuals, or, in the case of any publicly owned business, at least
          fifty-one percent (51%) of the stock of which is unconditionally owned
          by one or more socially and economically disadvantaged individuals;
          and (ii) whose management and daily business operations are controlled
          by one or more such individuals. This term shall also mean a small
          business concern that is at least fifty-one percent (51%)
          unconditionally owned by an economically disadvantaged Indian tribe or
          Native Hawaiian Organization, or a publicly owned business having at
          least fifty-one percent (51%) of its stock unconditionally owned by
          one of these entities which has its management and daily business
          controlled by members of an economically

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                           Schedule U - Executive Orders and Federal Regulations

          disadvantaged Indian tribe or Native Hawaiian Organization, and which
          meets the requirements of 13 CRF part 124. Amdocs shall presume that
          "socially and economically disadvantaged individual" includes Black
          Americans, Hispanic Americans, Native Americans, Asian-Pacific
          Americans, Subcontinent Asian Americans and other minorities, or any
          other individual found to be disadvantaged by the Administration
          pursuant to Section 8(a) of the Small Business Act. Amdocs shall
          presume that socially and economically disadvantaged entities also
          include Indian Tribes and Native Hawaiian Organizations.

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

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

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

     Amdocs will require that all Subcontractors adopt a plan similar to the
     plan required by 48 CFR Ch. 1 at 52.219-9.

8.   EXPORT CONTROL REGULATIONS

     Amdocs will comply with Bureau of Industry and Security Export Control
     Regulations as defined in the Export Administration Act of 1979 ("EAA") and
     as continued through Executive Order 13222 of August 17, 2001 (66 Fed. Reg.
     44025 (August 22, 2001)) by the President of the United States under the
     International Emergency Economic Powers

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Exhibit 1 - Form Of Invoice

                                    EXHIBIT 1
                                 FORM OF INVOICE

Supplier Name      ___________________________________
Address            ___________________________________
City, State Zip    ___________________________________
Telephone Number   ___________________________________

INVOICE NO: _____________________      DATE: _____________________

BILL TO: AT&T SERVICES, INC.
         1010 Pine Street
         St. Louis, MO 63101
         ATTN: AT&T Senior Contract Manager

<TABLE>
<CAPTION>
SERIAL NUMBER                DESCRIPTION                 AMOUNT US DOLLARS
- -------------   --------------------------------------   -----------------
<S>             <C>                                      <C>
      1         Services provided during (Month Year),      $xxx,xxx.xx
                per attached details
                                                            -----------
(AMOUNT WRITTEN OUT)                                        $xxx,xxx.xx
                                                            ===========
</TABLE>

PAYMENT INSTRUCTIONS:
Supplier Name     ___________________________________
Address           ___________________________________
City, State Zip   ___________________________________

PAYMENT TERMS: PAYMENT DUE WITHIN FORTY FIVE (45) DAYS OF RECEIPT

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
     distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                     Exhibit 1 - Form Of Invoice

                                                                     PAGE X OF Y
                                                  INVOICE NUMBER: ______________
                                                    INVOICE DATE: ______________

                               INVOICE LINE ITEMS

<TABLE>
<CAPTION>
                                            NO. OF                            AMOUNT US
SERIAL NO.            DESCRIPTION            UNITS    UNIT    RATE    UNIT     DOLLARS
- ----------   ----------------------------   ------   -----   ------   ----   -----------
<S>          <C>                            <C>      <C>     <C>      <C>    <C>
     1       (Individual Name)               xxx.x   Hours   $xx.xx   Hour    $x,xxx.xx
     2
     3
     4
     5
     6
   etc.
                                                                             -----------
                                                                      TOTAL: $XXX,XXX.XX
                                                                             ===========
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
     distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 2
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                       Exhibit 3 - Form of Order

                                    EXHIBIT 3
                                  FORM OF ORDER

This Order shall be governed pursuant to the terms and conditions of Information
Technology Services Agreement No. 20070413.019.C. Capitalized terms not defined
in this Order have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services. Any terms and conditions
on this Order that modify or change the terms and conditions of the Information
Technology Services Agreement No. 20070413.019.C shall apply to this Order only.

1.   DESCRIPTION OF MATERIAL AND/OR SERVICES

     Amdocs will provide [FILL IN WHAT AMDOCS WILL PROVIDE AND REFERENCE THE
     APPENDIX THAT DESCRIBES THE APPLICABLE MATERIAL AND/OR SERVICES].

     The Software and Program Material being ordered are ________________, and
     IS [OR IS NOT] [AMDOCS OWNED SOFTWARE (E.G., AMDOCS STANDARD COMMERCIALLY
     AVAILABLE SOFTWARE)] (SOURCE CODE IS [OR IS NOT] required).

     Additional Specifications, including functionality requirements, and
     performance standards include:

          2. TERM SPECIFIC FOR THIS ORDER:

     [STATE THE TERM REQUIRED TO PERFORM SERVICES.]

          3. PERSONNEL TO PERFORM THE SERVICES:

     [STATE WHETHER THERE IS ANY SPECIFIC PERSONNEL REQUIRED TO PERFORM
     SERVICES.]

          4. LOCATION:

     [FILL IN WHERE SERVICES WILL BE PERFORMED OR MATERIAL WILL BE SHIPPED.]

          5. PRICES:

     [STATE THE APPLICABLE PRICE USING APPLICABLE LABOR RATES IN (SCHEDULE I)
     AND/OR REFERENCE THE APPENDIX THAT STATES THE APPLICABLE PRICE.]

          6. PAYMENT:

     [PAYMENT MUST BE LINKED TO MILESTONES; FOR INSTANCE, DELIVERY OF MATERIAL
     OR PERFORMANCE OF SERVICE.]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                       Exhibit 3 - Form of Order

          7. INVOICES AND BILLING INFORMATION:

     Invoices and billing information are to sent to:

     AT&T Services, Inc.
     (Name)
     (Address)
     (Address)

8. PROJECT MANAGER/POINT OF CONTACT:

     The project manager and/or point of contact shall be:

     AT&T Services, Inc.
     (Name)
     (Address)
     (Address)

9. NAME OF ELIGIBLE RECIPIENT ORDERING SERVICES:

     AT&T Services, Inc.
     (Name)
     (Address)
     (Address)

     [REIMBURSEMENTS ARE COVERED IN EXHIBIT 4

10. OTHER SPECIAL TERMS AND CONDITIONS APPLICABLE TO THE ORDER ARE:

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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                       Exhibit 3 - Form of Order

AMDOCS, INC.                            AT&T SERVICES, INC.


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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                     Page 3
<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

                                    EXHIBIT 4
                        AT&T'S EXPENSE GUIDE AND POLICIES

This is Exhibit 4 of the Agreement. Capitalized terms not defined in this
Exhibit have the meaning given in the Agreement. Any capitalized term not
defined has its generally understood meaning in the context in which it is used
and the IT industry for the provision of ADM services.

AT&T is not responsible for any travel, meal or other business related expense
incurred by Supplier whether or not incurred in its performance of its
obligations under this Agreement, unless reimbursement of expenses is expressly
authorized in this Agreement or an Order pursuant to this Agreement. If
reimbursement of expenses is so authorized, in order to be reimbursable, each
and every such expense must comply with the requirements of AT&T's Vendor
Expense Policy in this Exhibit 4 (detailed below). Supplier must provide in a
timely manner receipts and other documentation as required by the Vendor Expense
Policy and such additional documentation or information requested by AT&T to
substantiate expenses submitted by Supplier for reimbursement.

1.0 GENERAL

AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all
vendors of AT&T in requesting reimbursement for business travel, meals and other
business related expense. Expenses outside this policy are not reimbursable.

The following principles apply to requests for expense reimbursement:

When spending money that is to be reimbursed, vendors must ensure that an AT&T
Company ("Company") receives proper value in return. Prudent and proper judgment
must be used in reporting and approving business expenses.

The concept that a vendor and their employees are 'entitled' to certain types or
amounts of expenditures while conducting business with the Company is erroneous.
Personal expenditures reported for reimbursement should be billed exactly as
they were incurred. The use of averages for any type expenditure or combination
of expenditures is not permitted except as specifically provided or documented
in a contract.

Every vendor and AT&T employee who certifies or approves the correctness of any
voucher or bill should have reasonable knowledge the expense and amounts are
proper and reasonable. In the absence of the adoption of such policy, or
existing contractual agreements, these guidelines are considered the minimum
requirements for requesting reimbursement of Company funds. These policies
should be included in any new or renewed contract with a contractor or
consultant.

DEVIATIONS FROM THIS VEP MUST BE APPROVED IN WRITING BY THE SPONSORING SENIOR
MANAGER OR OFFICER OF AN AT&T COMPANY.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

Employees should refer to the Section entitled "Payments" in the Schedule of
Authorizations For Affiliates of AT&T, Inc. for appropriate vendor invoice
authorization approval levels.

Receipts should be requested and reviewed for any unusual or out of the ordinary
expenses or where the approver cannot make a reasonable determination on the
propriety of the transaction without a receipt.

The origination of a given expenditure for business purposes is the
responsibility of the vendor incurring the expense and the authorization of that
expense is the responsibility of the appropriate level of AT&T management in
accordance with the Schedule of Authorizations For Affiliates of AT&T, Inc.

1.1 NON-REIMBURSABLE EXPENSES

     The following expenses are considered non-reimbursable:

     -    Airline club membership fees, dues, or upgrade coupon

     -    Meals not consistent with AT&T employee policy

     -    Annual credit card fees

     -    Barber/Hairstylist/Beautician Expenses

     -    Car rental additional fees associated with high speed toll access
          programs

     -    Car Washes

     -    Entertainment expenses

     -    Health Club and Fitness facilities

     -    Hotel Safe rental

     -    Upgrades on airline fees

     -    Excessive tips, i.e., in excess of 15% of cost of meal or services,
          excluding tax

     -    PC, cell phone, and other vendor support expenses

     -    Meals not directly required to do business on the AT&T account (e.g.
          vendors cannot voucher lunch with each other simply to talk about
          AT&T)

     -    In-flight drinks

     -    Magazines & newspapers

     -    Personal entertainment

     -    Expenses associated with spouses or other travel companions

     -    Office expenses of vendors

     -    Surcharges for providing fast service (not related to delivery charges
          such as Fedex, UPS, etc.). AT&T expects all vendors to complete the
          terms of contracts in the shortest period practicable. Charges for
          shortening the timeframe in which contracts are fulfilled are not
          permissible.

     -    Vendors may not submit expenses to cover meals or expenses for an AT&T
          employee, whether in a home location or on official travel

     -    Travel purchased with prepaid air passes.

     -    Birthday cakes, lunches, balloons, and other personal
          celebration/recognition costs

     -    Break-room supplies for the vendor, such as coffee, creamer, paper
          products, soft drinks, snack food

     -    Water (bottled or dispensed by a vendor)

     -    Clothing, personal care, and toiletries

     -    Laundry (except when overnight travel is required for 7 or more
          consecutive nights)

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

     -    Flight or rental car insurance

     -    Flowers, cards and gifts

     -    Hotel pay-per-view movies, Video Games and/or mini bar items

     -    High speed internet access in hotels (added to 3.5)

     -    Lost luggage

     -    Traffic or Parking Fines

     -    Tobacco Products

     -    Medical supplies

     -    Membership fees to exercise facilities or social/country clubs

     -    Movies purchased while on an airplane

     -    Phone usage on airline unless business emergency

     FAILURE TO COMPLY WITH THE ABOVE MENTIONED RESTRICTIONS WILL RESULT IN THE
     COMPANY REFUSING PAYMENT OF CHARGES OR PURSUING RESTITUTION FROM THE
     VENDOR.

2.0 RESPONSIBILITIES

     2.1 VENDOR'S RESPONSIBILITY
     AT&T's sponsoring client managers will ensure that vendors have been
     covered on this policy prior to incurring any expenditures. Vendors and
     their sponsoring client managers are responsible for clarifying any
     questions or uncertainties they may have relative to reimbursable business
     expenses.

     It is mandatory that financial transactions are recorded in a timely
     manner. OUT-OF-POCKET BUSINESS EXPENSE(S) FOR VENDORS THAT ARE NOT
     SUBMITTED FOR REIMBURSEMENT WITHIN 90 CALENDAR DAYS FROM THE DATE INCURRED
     ARE CONSIDERED NON-REIMBURSABLE. Company managers who are responsible for
     approving reimbursable expenses of vendors should ensure they are submitted
     and approved in a timely manner.

     2.2 AT&T SPONSORING MANAGEMENT RESPONSIBILITY
     Prior to authorizing reimbursement to the vendor for expenditures, it is
     the responsibility of the AT&T managers authorizing the payment to
     determine that:

     -    The expenditure is reasonable and for a legitimate business purpose.

     -    The expenditure complies with the policies contained in this document,
          the Code of Business Conduct, and other applicable Company practices.

     -    All expenses are reviewed through Payment.Net or on form AT&T-4472APA
          and that expenses are prepared in accordance with proper accounting
          details.

     In addition, the sponsoring AT&T managers are responsible for ensuring the
     Vendor Expense Policy has been communicated to each vendor, and that the
     information contained herein is proprietary/confidential information and
     ensures its security and confidentiality. The Vendor must agree to maintain
     this information in confidence.

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

3.0 TRAVEL POLICY

Vendors must first consider the feasibility of using videoconferencing or
teleconferencing as an alternative to travel. Travel that is to be reimbursed by
AT&T should be incurred only as necessary.

AT&T reserves the right to dispute any expense submittal and if not verifiable
as valid may reject reimbursement. Reimbursements will be made to vendor only
after expenses are verified as valid.

     3.1  TRAVEL AUTHORIZATION

          Travel requiring overnight stays must be approved by the sponsoring
          AT&T senior manager (5th level or above) and should be approved only
          if it is necessary for the vendor to travel to perform required work.

     3.2  TRAVEL RESERVATIONS

          Vendors are expected to procure the most cost efficient travel
          arrangements, preferably equivalent to the AT&T discount rate. AT&T
          does not reimburse for travel purchased with prepaid air passes.

     3.3  TRAVEL EXPENSE REIMBURSEMENT

          Vendor travel expenses incurred for company business are reimbursable
          only as specified in these guidelines. Travel expenses may include the
          following:

          -    transportation (airfare or other commercial transportation, car
               rental, personal auto mileage, taxi and shuttle service)

          -    meals and lodging

          -    parking and tolls

          -    tips/porter service (if necessary and reasonable)

          Vendors who stay with friends or relatives or other vendor employees
          while on a Company business trip will NOT be reimbursed for lodging,
          nor will they be reimbursed for expenditures made to reciprocate their
          hospitality by buying groceries, being host at a restaurant, etc.

          The expense must be ordinary and necessary, not lavish or extravagant,
          in the judgment of the AT&T sponsoring management. Any reimbursement
          request must be for actual expenditures only.

     3.4  AIR TRAVEL ARRANGEMENTS

          Vendors must select lowest logical airfare (fares available in the
          market at the time of booking, preferably well in advance of trip to
          attain lowest possible airfare). Vendors shall book coach class fares
          for all domestic travel at all times. First class bookings are not
          reimbursable. Vendors can request business class when a single segment
          of flight time ("in air time" excluding layovers or ground time) is
          greater than 5 hours, or when flights are intercontinental.

     3.5  HOTEL ARRANGEMENTS

          AT&T has established Market-Based Room Rate GuidelineS for vendors to
          reference when making hotel reservations (see Addendum A). Vendors are
          expected to abide by these guidelines

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

          when making hotel arrangements. AT&T will only reimburse vendors up to
          the established room rate guideline in each market, or for actual
          hotel lodging charges incurred, whichever is less. There must be a
          strong business justification for incurring any cost for internet
          access, and a request for reimbursement must be accompanied by a
          detailed explanation regarding reason for charge.

          NOTE: Vendors must indicate the number of room nights on the
          transaction line when invoicing for reimbursement of hotel expenses.
          Copies of all hotel bills must be made available for any invoice
          containing lodging charges.

     3.6  GROUND TRANSPORTATION

          While away from their home location overnight, vendors are expected to
          utilize rapid transit or local shuttle service. If the hotel provides
          a complimentary shuttle, vendors are to use this service before paying
          for transportation. If complimentary service is not provided a taxi or
          other local transportation is reimbursable as a business expense. Tips
          provided to taxi drivers cannot exceed 15% of the value of the total
          fare

          A rental car is appropriate when the anticipated business cost is less
          than that of other available public transportation. Except to the
          extent necessary to accommodate several travelers and/or luggage
          requirements, vendors will not be reimbursed for automobile rentals
          other than economy or mid-sized/intermediate models.

          "Loss Damage Waiver" and "Extended Liability Coverage" are not
          considered reimbursable. Prepaid fuel or refueling charges at the time
          of return are not reimbursable. Rental cars should be refueled before
          returning to the rental company, since gas purchased through the
          rental company carries an expensive refueling service charge.

     3.7  USE OF PERSONAL VEHICLE

          When use of personal vehicle is required, the currently applicable IRS
          mileage rate for miles driven for the business portion of the trip
          should be the maximum used to determine the amount to be reimbursed.

     3.8  PARKING

          If airport parking is necessary, vendors must use long term parking
          facilities. Additional costs for short term, valet or covered parking
          are not reimbursable.

     3.9  ENTERTAINMENT

          Entertainment expense is not reimbursable to vendors. Entertainment
          includes meal expense involving AT&T personnel, golf fees, tickets to
          events and related incidental expenses. Hotel charges for a
          pay-per-view movie, individual sightseeing tours, or other individual
          activities (i.e., golf, sporting event, movie, etc.) are not
          reimbursable.

     3.10 LAUNDRY AND CLEANING

          Reasonable laundry charges during business trips of seven or more
          CONSECUTIVE nights are reimbursable based on actual expenses incurred.

     3.11 COMMUNICATIONS

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies


          The actual cost of landline telephone calls for AT&T business are
          reimbursable. The use of AT&T products is required when available.

          AT&T will not reimburse vendors for cell phone bills. With prior
          consent of the sponsoring AT&T Senior Manager, only individual calls
          that EXCEED a vendor's rate plan that are necessary to conduct
          business for AT&T may be reimbursed.

          Charges for high speed internet access are not reimbursable.

     3.12 BUSINESS MEALS (TRAVEL AND NON-TRAVEL)

          Vendors are expected to find reasonably priced dining alternatives. As
          a general rule, vendors are expected to spend $42.00 OR LESS PER DAY
          inclusive of tax and gratuity. This includes all meals, beverages and
          refreshments purchased during the day. Requests for reimbursement
          should break out the amount for meals and list the related number of
          travel days. If breakfast is offered as part of the hotel
          accommodation rate, no additional reimbursement will be permitted for
          breakfast. Vendors may not submit expenses to cover meals or expenses
          for an AT&T employee, whether in a home location or on official
          travel.

          AT&T managers authorizing invoices will be held accountable for
          ensuring that vendors are following this policy and are spending
          Company funds economically.

     3.13 FLOWERS, GREETING CARDS, GIFTS AND INCENTIVE AWARDS

          The cost of gifts, flowers, birthday lunches, or greeting cards is
          considered a personal expense and is not reimbursable. For example,
          vendors making a donation or providing a gift for a fund-raiser for
          AT&T may not submit such an expense to AT&T for reimbursement.

     3.14 LOSS OR DAMAGE TO PERSONAL PROPERTY

          The Company assumes no responsibility for loss or damage to a vendor's
          personal property during business functions or hours.

     3.15 PUBLICATIONS

          Subscriptions to or purchases of magazines, newspapers and other
          publications are not reimbursable.

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 6

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

                                   ADDENDUM A

                    AT&T 2007 HOTEL ROOM RATE ONLY GUIDELINES

<TABLE>
<CAPTION>
                           2007                                2007                               2007
CITY                ST   GUIDELINE    CITY              ST   GUIDELINE    CITY            ST   GUIDELINE
- -----------------   --   ---------   ----------------   --   ---------   --------------   --   ---------
<S>                 <C>  <C>         <C>                <C>  <C>         <C>              <C>  <C>
Anchorage           AK      $200     Downers Grove      IL      $ 90     Teaneck          NJ      $140
Fairbanks           AK      $160     Hoffman Estates    IL      $110     Tinton Falls     NJ      $140
Ketchikan           AK      $135     Joliet             IL      $ 90     Warren           NJ      $160
Glennallen          AK      $135     Matteson           IL      $ 90     Whippany         NJ      $200
Fayetteville        AR      $ 90     Oak Lawn           IL      $110     Pahrump          NV      $ 90
Hot Springs         AR      $ 90     Peoria             IL      $ 90     Reno             NV      $110
Little Rock         AR      $ 90     Rosemont           IL      $155     Buffalo          NY      $135
Mesa                AZ      $140     Schaumburg         IL      $120     New York         NY      $325
Phoenix             AZ      $140     Springfield        IL      $ 90     Syracuse         NY      $135
Tempe               AZ      $155     Willowbrook        IL      $ 90     White Plains     NY      $200
Tucson              AZ      $140     Columbus           IN      $ 90     Tarrytown        NY      $200
Anaheim             CA      $110     Indianapolis       IN      $110     Vestal           NY      $175
Arcadia             CA      $110     South Bend         IN      $ 90     Canton           OH      $ 90
Bakersfield         CA      $110     Overland Pk        KS      $ 90     Cleveland        OH      $110
Barstow             CA      $110     Shawnee            KS      $120     Columbus         OH      $110
Buena Park          CA      $110     Topeka             KS      $ 90     Dayton           OH      $ 90
Burbank             CA      $135     Wichita            KS      $ 90     Dublin           OH      $110
Burlingame          CA      $175     Boston             MA      $279     Hudson           OH      $ 90
Carson              CA      $110     Cambridge          MA      $279     Independence     OH      $110
Dublin              CA      $110     Tewksbury          MA      $110     Pinkerington     OH      $ 90
Eureka              CA      $ 90     Columbia           MD      $110     Reynoldburg      OH      $ 90
Fresno              CA      $110     Greenbelt          MD      $175     Richfield        OH      $ 90
Garden Grove        CA      $110     Hagerstown         MD      $110     Toledo           OH      $110
Hayward             CA      $ 90     Ann Arbor          MI      $ 90     Youngstown       OH      $ 90
Irvine              CA      $155     Deaborn            MI      $110     Oklahoma City    OK      $120
Long Beach          CA      $135     Detroit            MI      $110     Tulsa            OK      $110
Los Angeles         CA      $140     Grand Rapids       MI      $110     Pittsburg        PA      $135
Oakland             CA      $110     Grandville         MI      $110     Memphis          TN      $155
Pasadena            CA      $155     Lansing            MI      $110     Abilene          TX      $110
Pleasanton          CA      $135     Livonia            MI      $110     Amarillo         TX      $110
Rancho Cordova      CA      $135     Plymouth           MI      $110     Austin           TX      $110
Riverside           CA      $135     Saginaw            MI       $90     Beaumont         TX      $ 90
Sacramento          CA      $110     Southfield         MI      $135     Corpus Christi   TX      $110
San Diego           CA      $140     Troy               MI      $110     Dallas           TX      $135
San Francisco       CA      $200     Minneapolis        MN      $135     El Paso          TX      $110
San Gabriel         CA      $135     Chesterfield       MO      $110     Houston          TX      $135
San Jose            CA      $135     Earth City         MO      $110     Irving           TX      $120
</TABLE>

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 7

<PAGE>

                                                Agreement Number: 20070413.019.C
                                   Exhibit 4 - AT&T's Expense Guide and Policies

                    AT&T 2007 HOTEL ROOM RATE ONLY GUIDELINES

<TABLE>
<CAPTION>
                           2007                                2007                               2007
CITY                ST   GUIDELINE    CITY              ST   GUIDELINE    CITY            ST   GUIDELINE
- -----------------   --   ---------   ----------------   --   ---------   --------------   --   ---------
<S>                 <C>  <C>         <C>                <C>  <C>         <C>              <C>  <C>
San Leandro         CA      $135     Festus             MO      $ 90     Lubbock          TX      $ 90
San Luis Obispo     CA      $110     Jefferson City     MO      $ 90     Plano            TX      $110
San Ramon           CA      $200     Joplin             MO      $ 90     Richardson       TX      $135
Santa Ana           CA      $120     Kansas City        MO      $110     San Antonio      TX      $135
Temucla             CA      $135     Maryland Heights   MO      $ 90     The Woodlands    TX      $135
Torrance            CA      $110     Poplar Bluff       MO      $ 90     Waco             TX      $ 90
Walnut Creek        CA      $160     St Josept          MO      $ 90     Chantilly        VA      $200
Denver              CO      $120     Saint Louis        MO      $110     Arlington        VA      $200
Colorodo Springs    CO      $140     Charlotte          NC      $110     Fairfax          VA      $200
Greenwood Village   CO      $140     Durham             NC      $110     Falls Church     VA      $200
Meriden             CT      $110     Triangle Park      NC      $140     Herndon          VA      $175
New Haven           CT      $140     BaskingRidge       NJ      $175     Sandston         VA      $120
Washington          DC      $250     Bernardsville      NJ      $175     Sterling         VA      $155
Wilmington          DE      $200     Bridgewater        NJ      $200     Vienna           VA      $225
Ft. Lauderdale      FL      $110     Cranbury           NJ      $155     Bellevue         WA      $175
Jacksonville        FL      $135     Edison             NJ      $135     Seattle          WA      $155
Orlando             FL      $110     Iselin             NJ      $155     Bellevue         WA      $175
Tampa               FL      $175     Morristown         NJ      $175     Appleton         WI      $110
Alpharetta          GA      $110     Parsippany         NJ      $200     Brookfield       WI      $110
Atlanta             GA      $135     Piscataway         NJ      $155     Milwaukee        WI      $110
Augusta             GA      $135     Princeton          NJ      $135     Madison          WI      $120
Lawrenceville       GA      $ 90     Red Bank           NJ      $135     Oak Creek        WI      $ 90
Arlington Heights   IL      $110     Short Hills        NJ      $250
Chicago             IL      $135     Somerset           NJ      $140
</TABLE>

CITIES NOT LISTED ON THIS TOP CITY HOTEL ROOM RATE ONLY GUIDELINE MATRIX,
DEFAULT TO $110.00 NIGHTLY RATE

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 8
<PAGE>

                                                Agreement Number: 20070413.019.C
                                            Exhibit 5 - Non-Disclosure Agreement

                            NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (THE "AGREEMENT"), effective on the date when signed by the last
Party ("Effective Date"), is between AT&T Services, Inc., a Delaware
corporation, on behalf of itself and its Affiliates (collectively "AT&T"), and
(Receiving Party), a _________________corporation, on behalf of itself and its
Affiliates (collectively the "Receiving Party"). Each Party may be referred to
in the singular as "Party" or in the plural as "the Parties" to this Agreement.

The Parties agree as follows:

1.   In connection with ongoing discussions or negotiations between AT&T and the
     Receiving Party concerning ***TBD*** (the "Project), AT&T may find it
     beneficial to disclose to the Receiving Party certain confidential or
     proprietary information in written, oral or other tangible or intangible
     forms, which may include, but is not limited to, discoveries, ideas,
     concepts, know-how, techniques, designs, specifications, drawings,
     blueprints, tracings, diagrams, models, samples, flow charts, data,
     computer programs, disks, diskettes, tapes, marketing plans, customer names
     and other technical, financial or business information (individually and
     collectively, "Information"). Information provided by AT&T shall be deemed
     to be confidential and proprietary unless otherwise exempt as specified
     below.

2.   The Receiving Party understands that, except as otherwise agreed in
     writing, the Information which it may receive concerning AT&T's future
     plans with respect to the Project is tentative and is not intended to
     represent firm decisions concerning the implementation of such plans.
     Information provided by AT&TAT&T does not represent a commitment to
     purchase or otherwise acquire any products or services from the Receiving
     Party. If AT&T desires to purchase or otherwise acquire any products or
     services from the Receiving Party, the Parties will execute a separate
     written Agreement to govern such transactions.

3.   The Receiving Party shall:

     a.   hold such Information in confidence with the same degree of care with
          which the Receiving Party protects its own confidential or proprietary
          Information, but no less than reasonably prudent care;

     b.   restrict disclosure of the Information solely to its employees,
          contractors and agents with a need to know such Information, advise
          those persons of their obligations hereunder with respect to such
          Information, and assure that such persons are bound by obligations of
          confidentiality no less stringent than those imposed in this
          Agreement;

     c.   use the Information only as needed for the purposes of the Project;

     d.   except for the purposes of the Project, not copy, distribute, or
          otherwise use such Information or knowingly allow anyone else to copy,
          distribute, or otherwise use such Information, and any and all copies
          shall bear the same notices or legends, if any, as the originals; and

     e.   upon request or completion of Receiving Party's responsibilities with
          respect to the Project, promptly return to the AT&T all Information
          that is in tangible form; as to Information that was disclosed in or
          is stored intangible form, including, but not limited to electronic
          mail,

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies, only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                            Exhibit 5 - Non-Disclosure Agreement

          upon request by AT&T, the Receiving Party shall certify in writing
          within five (5) business days to AT&T that all such Information has
          been destroyed or, if the Information was recorded on an erasable
          storage medium, that Disclosing Party has used reasonable efforts to
          erase all such Intangible Information.

4.   The Receiving Party possessing or receiving Information shall have no
     obligation to preserve the confidential or proprietary nature of any
     Information which:

     a.   was already known to the Receiving Party free of any obligation to
          keep it confidential at the time of its disclosure by AT&T as
          evidenced by the Receiving Party's written records prepared prior to
          such disclosure; or

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

     c.   is rightfully received from a third person having no direct or
          indirect secrecy or confidentiality obligation to AT&T with respect to
          such Information; or

     d.   is independently developed by an employee, contractor or agent of the
          Receiving Party or another party not associated with the Project and
          who did not have any direct or indirect access to the Information, as
          evidenced by the Receiving Party's written records; or

     e.   is approved for release by written authorization by AT&T; or

     f.   it is required to disclose pursuant to an order of a duly empowered
          government agency or a court of competent jurisdiction, provided due
          notice and an adequate opportunity to intervene is given to AT&T,
          unless such notice is prohibited by such order, in which case, the
          Receiving Party shall disclose only such Information as is required
          and will use its reasonable efforts to obtain confidential treatment
          for any Information that is so disclosed.

5.   The obligations to maintain confidentiality, the restrictions on use,
     disclosure, duplication, protection, and security of Information and
     indemnification for breach thereof by Receiving Party shall survive the
     rescission, termination, or completion of this Agreement.

6.   The Information shall be deemed the property of AT&T, who exclusively shall
     retain all rights to such Information. Nothing contained in this Agreement
     shall be construed as granting or conferring any patent, copyright,
     trademark or other proprietary rights by license or otherwise in any such
     Information to the Receiving Party, except for the right to use such
     Information in accordance with this Agreement.

7.   This Agreement shall benefit and be binding upon the Parties hereto and
     their respective Affiliates, successors and assigns. For the purposes of
     this Agreement, the term "Affiliate" means (1) a company, whether
     incorporated or not, which owns, directly or indirectly, a majority
     interest in either Party (a "parent company"), and (2) a company, whether
     incorporated or not, in which a fifty percent (50%) or greater interest is
     owned, either directly or indirectly, by (i) either Party or (ii) a parent
     company.

8.   NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AT&T MAKES NO
     REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY
     INFORMATION FURNISHED HEREUNDER, INCLUDING,

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies, only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                            Exhibit 5 - Non-Disclosure Agreement

     WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE OR AGAINST INFRINGEMENT.

9.   In the event the Receiving Party discloses, disseminates, or releases any
     confidential or proprietary Information received from AT&T, except as
     provided in Section 4, such disclosure, dissemination, or release shall be
     deemed a material breach of this Agreement. In the event of such breach,
     AT&T may demand prompt return of all confidential and proprietary
     Information previously provided to the Receiving Party and terminate this
     Agreement. The provisions of this Section are in addition to any other
     legal rights or remedies AT&T may have in law or in equity.

10.  This Agreement may only be changed or supplemented by a written amendment
     signed by authorized representatives of the Parties to this Agreement.

11.  This Agreement shall be governed by and construed in accordance with the
     laws of the State of Texas, irrespective of its choice of law principles.
     Both Parties agree to comply with all laws, including, but not limited to,
     laws and regulations regarding the export of information outside the United
     States. The Receiving Party will not knowingly transmit, directly or
     indirectly, in whole or in part, any Information of AT&T, or export,
     directly or indirectly, any product of the Information in contravention of
     the laws of the United States or the laws of any other country governing
     the aforesaid activities. The Receiving Party will not transfer any
     Information received hereunder or any product made using such Information
     to any country prohibited from receiving such data or product by the U.S.
     Department of Commerce Export Administration Regulations without first
     obtaining a valid export license and written consent of AT&T. In the event
     the Receiving Party violates the foregoing, it agrees to defend, indemnify,
     and hold harmless AT&T from and against any claim, loss, liability, expense
     or damage including fines or legal fees, incurred by AT&T with respect to
     the export or re-export activities contrary to the foregoing.
     Notwithstanding any other provision of this Agreement or any Supplement
     attached hereto, this Section shall survive any termination or expiration
     of this Agreement and any Supplements attached hereto.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which
may be in duplicate counterparts, each of which will be deemed to be an original
instrument.

                                        AT&T SERVICES, INC.


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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies, only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 3
<PAGE>

                                                Agreement Number: 20070413.019.C
                                                          Exhibit 6 - Amdocs NDA

                  NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ("Agreement") is made as of
the ______ day of _____________, 200_

BY AND BETWEEN:

AMDOCS, INC., a company organized and existing under the laws of State of
Delaware (hereinafter referred to as "AMDOCS");

AND

________________________________, a ______________________ [corporation,
partnership, etc.] organized and existing under the laws of ____________________
(hereinafter referred to as the "Receiving Party").

WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or the
author of and/or has the right to license certain valuable proprietary routines,
computer programs, documentation, trade secrets, systems, methodology, know-how,
marketing and other commercial knowledge, techniques, specifications, plans and
other proprietary information, all of which, including any related ideas and
look-and-feel, when and as provided to Receiving Party in connection with this
Agreement and the Consulting Services are referred to in this Agreement as "the
AMDOCS Proprietary Information"; and

WHEREAS AMDOCS has been engaged by AT&T Services, Inc. (hereinafter referred to
as "AT&T") to provide certain information technology services to AT&T; and

WHEREAS the Receiving Party has been engaged as a ______________________
[subcontractor, consultant, vendor, etc.] by AT&T for
__________________________________ (add description of services) (hereinafter
referred to as the "Consulting Services"); and

WHEREAS AT&T has asked AMDOCS to allow the Receiving Party access to the AMDOCS
Proprietary Information for the purpose of being provided with the Consulting
Services; and

WHEREAS AMDOCS agrees to provide the Receiving Party with the requested access
to the AMDOCS Proprietary Information or to permit AT&T to provide such access
to the AMDOCS Proprietary Information, but only subject to the Receiving Party
first becoming obligated to confidentiality by signing this Agreement; and

WHEREAS AMDOCS and the Receiving Party wish to evidence by this Agreement the
manner in which the AMDOCS Proprietary Information will be treated;

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                          Exhibit 6 - Amdocs NDA

NOW, THEREFORE, the parties agree as follows:

1.   The Receiving Party agrees to hold strictly confidential the AMDOCS
     Proprietary Information and shall not copy, distribute, disseminate or
     otherwise disclose the AMDOCS Proprietary Information to anyone other than
     to employees of AT&T or the Receiving Party who have a need to know such
     information for purposes of providing the Consulting Services.

2.   Furthermore, the Receiving Party hereby undertakes:

     (a)  not to use the AMDOCS Proprietary Information for any purposes other
          than the Consulting Services;

     (b)  not to make the AMDOCS Proprietary Information available to, not
          permit its use by any third party, directly or indirectly, with the
          exception of AT&T as aforesaid;

     (c)  not to sell, grant or in any other way enable any third party to use
          the AMDOCS Proprietary Information;

     (d)  without derogating from the foregoing, during the term of this
          Agreement, not to use the AMDOCS Proprietary Information:

          (i)   for itself or any third party other than for AT&T and the
                Eligible Recipients (as defined in that certain Information
                Technology Services Agreement between AT&T and AMDOCS dated
                [Note: fill in Effective Date, 2007 (the "ITSA")) in connection
                with the performance of the Consulting Services and consistent
                with the use of such AMDOCS Proprietary Information contemplated
                under SECTION 6.9 of the ITSA;

          (ii)  in competing with AMDOCS in the area of selling or licensing
                software system(s); and/or

          (iii) in operating a service bureau for others;

          and

     (e)  that its personnel who receive access to the AMDOCS Proprietary
          Information will not: (i) use the name of the Disclosing Party in any
          marketing materials, publicity materials or materials submitted to a
          client or prospective client, except for AT&T, without the prior
          written consent of AMDOCS; (ii) disclose to any third parties that
          they have any familiarity with or knowledge of the AMDOCS Proprietary
          Information disclosed under this Agreement; and (iii) disparage
          AMDOCS, its products or services.

3.   Upon the termination and/or expiration of this Agreement for any reason
     and/or upon the conclusion of the Consulting Services and/or at the request
     of AMDOCS, the Receiving Party shall:

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                          Exhibit 6 - Amdocs NDA

     (a)  return to AMDOCS any document or other material in tangible form in
          its possession being part of the AMDOCS Proprietary Information;
          and/or

     (b)  destroy any document or other material in tangible form that contains
          the AMDOCS Proprietary Information together with proprietary
          information of AT&T; and

     (c)  confirm such return and/or destruction in writing to AMDOCS.

4.   Disclosure of the AMDOCS Proprietary Information to the Receiving Party may
     be made in writing, in any tangible form or electronically or orally.

5.   Disclosure of the AMDOCS Proprietary Information to the Receiving Party
     shall in no way serve to create, on the part of the Receiving Party, a
     license to use, or any proprietary right in, the AMDOCS Proprietary
     Information or in any other proprietary product, trade mark, copyright or
     other right of AMDOCS.

6.   Any use by the Receiving Party of the AMDOCS Proprietary Information
     permitted under this Agreement is conditioned upon the Receiving Party
     first taking the safeguards and measures required to secure the
     confidentiality of such information as required by this Agreement. Without
     limiting the generality of the foregoing, the Receiving Party shall draw to
     the attention of its employees, who shall have access to the AMDOCS
     Proprietary Information, all the obligations contained in this Agreement,
     and shall cause each such employee to be bound by confidentiality
     obligations substantially similar to those herein.

7.   The confidentiality obligations of the Receiving Party regarding the AMDOCS
     Proprietary Information shall not apply to such information which:

     (a)  becomes publicly available without fault on the part of the Receiving
          Party;

     (b)  is lawfully obtained by the Receiving Party from any source other than
          AMDOCS or AT&T free of any obligation to keep it confidential;

     (c)  is previously known to the Receiving Party without an obligation to
          keep it confidential, as can be substantiated by written records;

     (d)  is expressly released in writing from such obligations by AMDOCS;

     (e)  is independently developed by the Receiving Party without reference to
          AMDOCS Proprietary Information; or

     (f)  is required to be disclosed pursuant to law, regulation, judicial or
          administrative order or request by a governmental or other entity
          authorized by law to make such request; provided, however, that the
          Receiving Party first notifies AMDOCS to enable it to seek relief from
          such requirement, and renders reasonable assistance requested by
          AMDOCS (at AMDOCS' expense) in connection therewith.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                          Exhibit 6 - Amdocs NDA

8.   This Agreement shall be in full force and effect for a period commencing on
     the date first stated above and ending either four (4) years after the
     conclusion of the Consulting Services referred to herein or five (5) years
     from the date of the last disclosure, whichever occurs later.

9.   In the event that a copy of any part of the AMDOCS Proprietary Information
     cannot be returned as a result of physical impossibility, such copy shall
     be promptly destroyed and such destruction shall be certified in writing by
     the Receiving Party. The provisions of this paragraph are in addition to
     any other legal or equitable rights and remedies that AMDOCS may have.

10.  (a)   The Receiving Party acknowledges that a breach of this Agreement
           may cause AMDOCS extensive and irreparable harm and damage, and
           agrees that AMDOCS shall be entitled to seek injunctive relief to
           prevent use or disclosure of the AMDOCS Proprietary Information not
           authorized by this Agreement, in addition to any other remedy
           available to AMDOCS under applicable law.

     (b)   Furthermore, the Receiving Party hereby acknowledges that any breach
           of this Agreement may cause the termination of its engagement by AT&T
           and/or the provision of the Consulting Services as a result of
           AMDOCS' activities to protect its rights under this Agreement, and
           agrees that it shall have no recourse or claim of action against
           AMDOCS and/or AT&T based upon or in connection with such activities.

11.  This Agreement constitutes the entire Agreement between the parties and
     supersedes any prior or contemporaneous oral or written representation with
     regard to the subject matter hereof. This Agreement may not be modified
     except by a written instrument signed by both parties.

12.  If, however, any provision of this Agreement is determined to be invalid or
     unenforceable, such invalidity or unenforceability shall not invalidate or
     render unenforceable the entire Agreement, but rather the entire Agreement
     shall be construed as if not containing the particular invalid or
     unenforceable provision, and the rights and obligations of the parties
     shall be construed and enforced accordingly. In addition, the parties
     hereby agree to cooperate with each other to replace the invalid or
     unenforceable provision with a valid and enforceable provision which will
     achieve the same result (to the maximum legal extent) as the provision
     determined to be invalid or unenforceable.

13.  The validity, performance, construction and effect of this Agreement shall
     be governed by the laws of New York, without giving effect to its
     provisions regarding conflict of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first stated above.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                Agreement Number: 20070413.019.C
                                                          Exhibit 6 - Amdocs NDA


- -------------------------------------   AMDOCS, INC.
("Receiving Party")                     ("AMDOCS")


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

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5
<PAGE>

                                                Agreement Number: 20070413.019.C
                            Exhibit 7A - Confidentiality and Invention Agreement

                                   EXHIBIT 7A
                     CONFIDENTIALITY AND INVENTION AGREEMENT

This Agreement ("Agreement") dated _________________ is made by the individual
named below ("I" or "me"), who is engaged to perform work at _____[Insert name
of AT&T company that worker will be doing work for.]___________________________
("AT&T Company"), as a worker of _______________________ ("Supplier") under the
terms and conditions of the agreement named below, between Supplier and (!ATT!).

I.   BACKGROUND

     I have been engaged by Supplier to provide services to AT&T Company. I may
     be hired by Supplier as a full or part-time employee, a temporary worker,
     or as an independent contractor

II.  INFORMATION. I agree and understand that the term "Information" means any
     technical, customer or business information in written, graphical, oral or
     other tangible or intangible forms, including but not limited to,
     specifications, records, data, computer programs, tax returns, tax
     workpapers, drawings, models and secrets which AT&T Company may have in its
     possession or be legally obligated to keep confidential. I understand that
     during the course of my work at AT&T Company, I may have access to
     Information that belongs to AT&T Company, its customers or other parties,
     or may be subject to privacy laws and laws regarding secrecy of
     communications, and that unauthorized disclosure of such Information may be
     harmful or prejudicial to the interests of AT&T Company. I agree not to
     disclose, copy, publish, or any way use, directly or indirectly, such
     Information for my purposes or the purposes of others, unless such
     disclosure or use is expressly authorized in writing by AT&T Company. I
     agree to keep such Information in a secure environment to prevent the
     inadvertent disclosure of such Information to others. I acknowledge and
     agree that all such Information remains the exclusive property of AT&T
     Company and I agree not to remove such Information from AT&T Company's
     possession or premises by physical removal or electronic transmission
     unless I have written authorization from AT&T Company to do so.

III. INNOVATIONS

1.   I understand that during and incident to my work at AT&T Company, I may
     create inventions, discoveries, improvements, computer or other apparatus
     programs, and related documentation and other works of authorship
     ("Innovations"), whether or not patentable, copyrightable, or subject to
     other forms of legal protection. I assign to AT&T Company all of my rights,
     title and interest (including rights in copyright) in and to all
     Innovations I make, create or develop, either solely or jointly with
     others, during my work at AT&T Company for which Supplier was paid by AT&T
     Company for my work or for which I used AT&T Company's materials or
     facilities. I agree that the above assignment is binding upon my estate,
     administrators, or other legal representatives or assigns.

2.   I agree to promptly notify AT&T Company of all such Innovations. Whenever
     requested by AT&T Company, I shall promptly execute, without additional
     compensation, any and all instruments which AT&T Company may deem necessary
     to assign and convey to AT&T Company all of my rights, title and interest
     in and to all such Innovations. In addition, I agree to assist AT&T Company
     in preparing copyright or patent applications and to execute such
     applications and all documents required to obtain copyrights or patents for
     such Innovation, all at AT&T Company's expense including compensation to me
     at the rates specified in the agreement named below. I agree that my
     obligation to execute such instruments shall continue after the expiration
     of my work with AT&T Company.

3.   THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION MADE IN THE STATE OF KANSAS
     FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF
     AT&T COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELEY ON MY OWN TIME,
     UNLESS (1) THE INVENTION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE
     AT&T COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT
     OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY ME FOR AT&T
     COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE IN CALIFORNIA
     WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION
     2870. Section III, Paragraphs 1 and 2 do not apply to any Innovation which,
     under the provisions in the Agreement named below, is to be other than the
     sole and exclusive property of AT&T Company; the title provisions of said
     agreement apply to any such above Innovation.

IV.  ADMINISTRATIVE TERMS

     1.   This Agreement shall be effective as of the date executed below, and
          shall remain in effect notwithstanding my termination of employment
          with Supplier or termination of my work at AT&T Company.

     2.   In the event that any provision of this Agreement is held to be
          invalid or unenforceable, then such invalid or enforceable provisions
          shall be severed, and the remaining provisions shall remain in full
          force and effect to the fullest extent permitted by law.

I have read, understand and agree to abide by this Agreement.


By:                                     Date:
    ---------------------------------         ----------------------------------
Print Name:                             Social Security Number:
            -------------------------                           ----------------
Address:
         -----------------------------------------------------------------------
Agreement No. between                   Effective Date:
Supplier and (!ATT!):                                   ------------------------
                      ---------------

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1
<PAGE>

                                                Agreement Number: 20070413.019.C
                                           Exhibit 7B - Background Checks - U.S.

                                   EXHIBIT 7B
                            BACKGROUND CHECKS - U.S.

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1
<PAGE>

                                                Agreement Number: 20070513.019.C
                                       Exhibit 7(C) - Background Checks - Non-US

                                  EXHIBIT 7(C)
                          BACKGROUND CHECKS - NON-U.S.

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                     Page 1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>y43168exv99w3.txt
<DESCRIPTION>FUTHER AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES
<TEXT>
<PAGE>

                                                                    Exhibit 99.3

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

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

                                    DIRECTORY

                          FURTHER AMENDED AND RESTATED

                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                 BY AND BETWEEN

                               AT&T SERVICES, INC.

                                       AND

                                  AMDOCS, INC.

                    ORIGINAL EFFECTIVE DATE: JANUARY 9, 2003

                     FARA EFFECTIVE DATE: SEPTEMBER 1, 2007

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       1

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.  BACKGROUND AND OBJECTIVES ............................................     7
    1.1     Information Technology Services ..............................     7
    1.2     Goals and Objectives .........................................     7
    1.3     Interpretation ...............................................     8
    1.4     Amendment and Restatement of the Agreement; Consolidation of
            the BellSouth Agreement ......................................     8
2.  DEFINITIONS AND DOCUMENTS ............................................     9
    2.1     Definitions ..................................................     9
    2.2     Terms ........................................................     9
    2.3     Associated Contract Documents ................................    10
3.  TERM .................................................................    13
    3.1     Initial Term .................................................    13
    3.2     Extension ....................................................    13
4.  SERVICES .............................................................    13
    4.1     Overview .....................................................    13
    4.2     Modernization Services .......................................    14
    4.3     Transition Services ..........................................    16
    4.4     Termination Assistance Services ..............................    18
    4.5     Use of Third Parties .........................................    23
    4.6     Testing and Acceptance Test Procedures .......................    25
    4.7     On-Site Support ..............................................    26
5.  [**] .................................................................    26
    5.1     Responsibilities .............................................    26
    5.2     Financial Responsibility .....................................    26
    5.3     Contingent Arrangements ......................................    26
6.  FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED
    WITH THE PROVISION OF SERVICES .......................................    26
    6.1     Service Facilities ...........................................    26
    6.2     AT&T Use of Amdocs Facilities; Amdocs Offshore Access ........    33
    6.3     AT&T Rules/Employee Safety ...................................    34
    6.4     Software .....................................................    36
    6.5     Equipment ....................................................    38
    6.6     Third Party Contracts ........................................    41
    6.7     Assignment of Licenses, Leases and Related Agreements ........    42
    6.8     License to AT&T Owned Software and Third Party Software ......    44
    6.9     License to Amdocs Owned Materials and Third Party Software ...    45
    6.10    Notice of Defaults ...........................................    47
    6.11    [**] .........................................................    47
7.  SERVICE LEVELS .......................................................    47
    7.1     General ......................................................    47
    7.2     Reserved .....................................................    48
    7.3     Compliance With Service Levels ...............................    48
    7.4     Problem Analysis .............................................    48
    7.5     Measurement and Monitoring ...................................    48
    7.6     [**] .........................................................    48
    7.7     [**] .........................................................    49
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        2

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                          <C>
8.  PERSONNEL ............................................................    49
    8.1     Original Transitioned Personnel ..............................    49
    8.2     Original Employee Benefit Plans ..............................    50
    8.3     Other Employee Matters .......................................    51
    8.4     Key Amdocs Personnel and Critical Support Personnel ..........    52
    8.5     [**] .........................................................    52
    8.6     [**] .........................................................    52
    8.7     Amdocs Personnel Are Not AT&T Employees ......................    53
    8.8     Replacement, Qualifications, and Retention of Amdocs
            Personnel ....................................................    53
    8.9     Training/Career Opportunities ................................    55
    8.10    Conduct of Amdocs Personnel ..................................    55
    8.11    Substance Abuse ..............................................    56
    8.12    Union Agreements and WARN Act ................................    56
9.  AMDOCS RESPONSIBILITIES ..............................................    57
    9.1     Policy and Procedures Manual .................................    57
    9.2     Reports ......................................................    58
    9.3     Quality Assurance ............................................    59
    9.4     [**] Strategic Decisions and Authority .......................    61
    9.5     Change Control and New Services ..............................    61
    9.6     Software Currency ............................................    66
    9.7     Year 2000 Compliance .........................................    67
    9.8     Access to Specialized Amdocs Skills and Resources ............    68
    9.9     Audit Rights .................................................    68
    9.10    Agency and Disbursements .....................................    72
    9.11    Subcontractors ...............................................    73
    9.12    Supplier Diversity ...........................................    74
    9.13    Government Contract Flow-Down Clauses ........................    75
    9.14    Managed Third Parties ........................................    76
10. AT&T RESPONSIBILITIES ................................................    77
    10.1    Responsibilities .............................................    77
    10.2    Savings Clause ...............................................    77
11. CHARGES ..............................................................    77
    11.1    General ......................................................    78
    11.2    Reimbursable Expenses and Pass-Through Expenses ..............    78
    11.3    [**] .........................................................    79
    11.4    Taxes ........................................................    79
    11.5    [**] .........................................................    82
    11.6    [**] .........................................................    83
    11.7    Proration ....................................................    83
    11.8    Refundable Items .............................................    83
    11.9    [**] .........................................................    83
    11.10   [**] .........................................................    85
12. INVOICING AND PAYMENT ................................................    85
    12.1    Invoicing ....................................................    85
    12.2    Payment Due ..................................................    85
    12.3    [**] .........................................................    86
    12.4    [**] .........................................................    86
13. AT&T DATA AND OTHER PROPRIETARY INFORMATION ..........................    86
    13.1    AT&T Ownership of AT&T Data ..................................    86
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       3

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                          <C>
    13.2    Safeguarding AT&T Data .......................................    87
    13.3    Confidentiality ..............................................    88
    13.4    File Access ..................................................    93
14. OWNERSHIP OF MATERIALS ...............................................    93
    14.1    AT&T Owned Materials .........................................    93
    14.2    Developed Materials ..........................................    93
    14.3    Amdocs Owned Materials .......................................    94
    14.4    Other Materials ..............................................    95
    14.5    General Rights and Restrictions ..............................    95
    14.6    AT&T Rights Upon Expiration or Termination of Agreement ......    96
15. REPRESENTATIONS AND WARRANTIES .......................................    98
    15.1    Work Standards ...............................................    98
    15.2    Maintenance ..................................................    98
    15.3    Efficiency and Cost Effectiveness ............................    99
    15.4    Software and Modernization Services ..........................    99
    15.5    Non-Infringement .............................................   100
    15.6    Authorization ................................................   101
    15.7    Inducements ..................................................   102
    15.8    Malicious Code ...............................................   102
    15.9    Disabling Code ...............................................   102
    15.10   Compliance with Laws .........................................   102
    15.11   [**] .........................................................   110
    15.12   Disclaimer ...................................................   110
    15.13   Payment Card Industry Data Security Standards and Credit Card
            Information ..................................................   110
16. INSURANCE AND RISK OF LOSS ...........................................   111
    16.1    Insurance ....................................................   111
    16.2    Risk of Loss .................................................   115
    16.3    Third Party Administrator ....................................   115
17. INDEMNITIES ..........................................................   116
    17.1    Indemnity by Amdocs ..........................................   116
    17.2    Indemnity by AT&T ............................................   117
    17.3    Additional Indemnities .......................................   118
    17.4    Environmental Matters ........................................   118
    17.5    Indemnification Procedures ...................................   120
    17.6    Subrogation ..................................................   121
18. LIABILITY ............................................................   121
    18.1    Force Majeure ................................................   121
    18.2    Limitation of Liability ......................................   122
19. DISPUTE RESOLUTION ...................................................   124
    19.1    Informal Dispute Resolution ..................................   124
    19.2    Arbitration ..................................................   125
    19.3    Continued Performance ........................................   126
    19.4    Governing Law ................................................   127
    19.5    Venue and Jurisdiction .......................................   127
20. TERMINATION ..........................................................   127
    20.1    Termination for Cause ........................................   127
    20.2    Critical Services ............................................   130
    20.3    Termination for Convenience ..................................   130
    20.4    Termination[**] ..............................................   131
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       4

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                          <C>
    20.5    Termination [**] .............................................   131
    20.6    Reserved .....................................................   131
    20.7    Insolvency ...................................................   131
    20.8    Reserved .....................................................   133
    20.9    Equitable Remedies ...........................................   133
    20.10   Schedule X Survival ..........................................   133
21. GENERAL ..............................................................   133
    21.1    Binding Nature and Assignment ................................   133
    21.2    Entire Agreement; Amendment ..................................   134
    21.3    Notices ......................................................   134
    21.4    Counterparts .................................................   136
    21.5    Headings .....................................................   137
    21.6    Relationship of Parties ......................................   137
    21.7    Severability .................................................   137
    21.8    Consents and Approval ........................................   137
    21.9    Waiver of Default; Cumulative Remedies .......................   137
    21.10   Survival .....................................................   138
    21.11   Publicity ....................................................   138
    21.12   Third Party Beneficiaries ....................................   138
    21.13   No Announcement ..............................................   138
    21.14   Order of Precedence ..........................................   139
    21.15   [**] .........................................................   139
    21.16   Further Assurances ...........................................   139
    21.17   Liens ........................................................   139
    21.18   Covenant of Good Faith .......................................   139
    21.19   Reserved .....................................................   140
    21.20   Acknowledgment ...............................................   140
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       5
<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                          FURTHER AMENDED AND RESTATED
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

     This Further Amended and Restated Information Technology Services Agreement
(the "FARA" or "AMENDMENT NO. 10") amends and restates as of September 1, 2007
(the "FARA EFFECTIVE DATE") in its entirety that certain Information Technology
Services Agreement, as amended prior to the FARA Effective Date, originally
effective January 9, 2003 (the "EFFECTIVE DATE") by and between AT&T Services,
Inc. (or its predecessors), a Delaware corporation having a principal place of
business in San Antonio, Texas ("AT&T" or "CLIENT"), and Amdocs, Inc., a
Delaware corporation having a principal place of business in St. Louis, Missouri
("AMDOCS", "VENDOR" or "SUPPLIER").

     WHEREAS, AT&T Technology Group, Inc., (formerly known as BellSouth
Technology Group, Inc., formerly known as BellSouth Technology Services, Inc.),
on behalf of BellSouth Advertising & Publishing Corporation (hereinafter
referred to as "BAPCO"), and Amdocs entered into that certain Information
Technology Services Agreement effective as of February 16, 2001, which was
subsequently assigned to BAPCO by Amendment No. 5 dated August 1, 2006 (as
amended, the "BELLSOUTH AGREEMENT");

     WHEREAS, AT&T (formerly known as SBC Services, Inc.) and Amdocs entered
into that certain Information Technology Services Agreement effective as of
January 9, 2003, as amended (including Amendments Numbered 1- 9), (the "SBC
AGREEMENT");

     WHEREAS, Amdocs has entered into a variety of other agreements with BAPCO,
AT&T, and their Affiliates, including the Purchase Agreement, the repurchase of
certain assets by AT&T from Amdocs on or about April 29, 2005, and certain lease
buyout agreements;

     WHEREAS, AT&T's parent corporation, AT&T, Inc., acquired AT&T Technology
Group, Inc. prior to the FARA Effective Date;

     WHEREAS, Amdocs is required to provide and has been providing services to
BAPCO and to AT&T, under the BellSouth Agreement and the SBC Agreement,
respectively, prior to the FARA Effective Date;

     WHEREAS, AT&T and Amdocs desire to consolidate such services required or
provided under the BellSouth Agreement ("LEGACY B" or "LEGACY B SERVICES") and
SBC Agreement ("LEGACY A" or "LEGACY A SERVICES") (Legacy A and Legacy B
collectively, "LEGACY SERVICES") as well as certain additional services
described in this FARA, into a single

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       6

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

consolidated agreement and terminate the BellSouth Agreement, all as of the FARA
Effective Date;

     WHEREAS, AT&T and Amdocs have engaged in extensive negotiations,
discussions and due diligence that have culminated in the formation of the
contractual relationship described in this FARA; and

     WHEREAS, AT&T desires to procure from Amdocs, and Amdocs desires to provide
to AT&T, the systems modernization and integration, engineering support and
information technology products and services described in this FARA (including
the Legacy Services, as modified by this FARA), on the terms and conditions
specified herein.

     NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, AT&T and Amdocs (collectively, the
"PARTIES" and each, a "PARTY") hereby agree as follows:

1.   BACKGROUND AND OBJECTIVES.

1.1  INFORMATION TECHNOLOGY SERVICES.

     AT&T hereby engages Amdocs to perform the Services (as hereinafter
     defined), pursuant to this Agreement, and Amdocs hereby accepts such
     engagement and agrees to perform its obligations in accordance with this
     Agreement. Without limiting the generality of the foregoing, pursuant to
     this Agreement, AT&T is outsourcing to Amdocs its information technology
     support for and on behalf of the Eligible Recipients (as defined herein)
     (including AT&T Real Yellow Pages) and modernizing certain systems across
     the Eligible Recipients' organizations and companies.

1.2  GOALS AND OBJECTIVES.

     The Parties acknowledge and agree that the Services, including the delivery
     of the Amdocs Software Package (as defined herein), are intended to help
     AT&T achieve the following goals and objectives:

     (1)  Reduce [**];

     (2)  Increase revenue [**];

     (3)  Increase customer satisfaction and customer loyalty;

     (4)  [**] AT&T's business processes;

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        7

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     (5)  [**] AT&T

     (6)  [**] AT&T

     (7)  Allow AT&T to [**] and allow AT&T [**];

     (8)  Provide AT&T with [**];

     (9)  [**] AT&T information [**]; and

     (10) [**] AT&T's information technology operations [**] of the Amdocs
          System, [**]the Amdocs System, the provision by Amdocs [**] the Amdocs
          System, and the operation by Amdocs of the Amdocs System for AT&T.

1.3  INTERPRETATION.

     SECTIONS 1.1 and 1.2 above are intended to be a general introduction and
     are not intended to expand the scope of the Parties' obligations or alter
     the plain meaning of this Agreement's terms and conditions, as set forth
     hereinafter. However, to the extent the terms and conditions of this
     Agreement are unclear or ambiguous, such terms and conditions are to be
     construed so as to be consistent with the background and objectives set
     forth in SECTIONS 1.1 and 1.2.

1.4  AMENDMENT AND RESTATEMENT OF THE AGREEMENT; CONSOLIDATION OF THE BELLSOUTH
     AGREEMENT.

     The "AGREEMENT" means the SBC Agreement, as amended or restated from
     time-to-time, including pursuant to this FARA that hereby prospectively
     amends, restates and supersedes the SBC Agreement in its entirety as of the
     FARA Effective Date.

     All terms, conditions, Schedules, Exhibits and other documents incorporated
     into the SBC Agreement and in effect immediately prior to the FARA
     Effective Date shall remain in full force and effect, except to the extent
     amended, restated or superseded by this FARA. Any reference in such
     documents to the SBC Agreement shall be deemed a reference to this
     Agreement.

     As of the FARA Effective Date and notwithstanding anything to the contrary,
     the BellSouth Agreement is hereby terminated [**] by AT&T or BAPCO (or any
     of their Affiliates, successors, or predecessors). In addition, each
     Party's rights, remedies, and obligations under the BellSouth Agreement are
     hereby superseded by this Agreement in all respects after the FARA
     Effective Date, subject to the following: (a) any claims existing or
     arising with respect to acts or omissions under the BellSouth Agreement

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     before the FARA Effective Date shall be subject to the BellSouth Agreement,
     (b) those provisions of the BellSouth Agreement that were intended to
     survive termination (e.g., fully paid-up perpetual licenses) will so
     survive, and (c) except as expressly provided otherwise in SCHEDULE J to
     this Agreement, there shall be no charges, fees, or other amounts under the
     BellSouth Agreement after the FARA Effective Date, and (d) all amounts
     accruing prior to the FARA Effective Date shall be payable in accordance
     with the terms of the BellSouth Agreement. In addition and without
     limitation, (i) the products listed on Exhibit 25 to the BellSouth
     Agreement or Appendix F to the License and Services Agreement between BAPCO
     and Amdocs dated June 2, 1997, shall be deemed licensed to the applicable
     licensees thereunder consistent with the scope of the licenses granted
     under SECTIONS 6.9 and 14 of this Agreement, (ii) any territorial
     restrictions that restrict the use of such products within the United
     States or with regard to the business of AT&T within the United States
     shall be of no further force or effect as of the FARA Effective Date,
     provided that nothing herein shall be construed to permit the use of the
     products outside the United States other than in connection with the
     conduct of AT&T's or the Eligible Recipients' business in the United States
     and for customers and Affiliates based in the United States, and (iii) the
     licenses granted under the BellSouth Agreement and the License and Services
     Agreement are hereby deemed fully paid-up (with respect to all licensees
     under those agreements, including those that are not receiving Services
     under this Agreement) and no SLFs or ALFs (as defined in such agreements)
     or other charges or fees shall apply after the FARA Effective Date under
     either such agreement.

2.   DEFINITIONS AND DOCUMENTS.

2.1  DEFINITIONS.

     SCHEDULE Y sets forth certain defined terms.

2.2  TERMS.

     The terms defined in this Agreement include the plural as well as the
     singular and the derivatives of such terms. Unless otherwise expressly
     stated, the words "herein," "hereof," and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section, Subsection or other subdivision. Article, Section,
     Subsection and Attachment references refer to articles, sections and
     subsections of, and attachments to, this Agreement. The words "include" and
     "including" shall not be construed as terms of limitation. The words "day,"
     "month," and "year" mean, respectively, calendar day, calendar month and
     calendar year. The words "will" and "shall" are synonymous. As stated in
     SECTION 21.3, the word "notice" and "notification" and their derivatives
     means notice or notification in writing (references to a written notice

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     are for emphasis). Other terms used in this Agreement are defined in the
     context in which they are used and have the meanings there indicated.

2.3  ASSOCIATED CONTRACT DOCUMENTS.

     This Agreement includes each of the following schedules and their attached
     exhibits, parts, and attachments, all of which are attached to this
     Agreement and incorporated into this Agreement by this reference. Reference
     to a Schedule includes its attached or associated schedules, exhibits,
     parts, and attachments (e.g., SCHEDULE B includes SCHEDULES B.A and B.B;
     SCHEDULE E includes all parts and attachments thereto); any specific
     reference that follows a reference to a higher level Schedule is for
     emphasis and convenience only and should not be interpreted otherwise
     (e.g., a reference to SCHEDULE B and B.B does not imply that other
     references to only SCHEDULE B do not include SCHEDULE B.B).

     SCHEDULES:

     A       Modernization
             Attachment A     Timeline and Milestones
             Attachment B     Modernization Responsibility Matrix
             Attachment C     Applications Mapping
             Attachment C.b   Applications Mapping
             Attachment D     Modernization Project Plan
             Attachment D.b   BAPCO Entities Modernization Project Plan
     B       Software
     B.b     Software
     C       Key Amdocs Personnel and Critical Support Personnel
     D       Amdocs Subcontractors
     E       Statements of Work
             Part 1           Application Development and Maintenance Services
             Part 2           Cross-Functional - Equipment and Software Services
             Part 3           Cross Functional - General Services
             Part 4           End User Computing Services
             Part 5           Governance
             Part 6           Policy and Procedures Manual Content
             Part 7           Committee Membership
             Part 8           Mainframe and Server Services
             Attachment 1     Network Demarcation Diagram
             Attachment 2     Security Management Responsibility Demarcation
             Attachment 2a    Security Process Flow
             Attachment 3     ATT Owned Data Center and Remote Facility
                              Demarcation

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

             Attachment 4     CMM Tier 2
             Attachment 5     [**]
     E.1     Asset Allocation Matrix
     E.2     Reserved
     E.3     AT&T Rules
     E.4     Reserved
     E.5     Managed Third Parties
     F.1     Reserved
     F.2     Equipment Leases
     F.2.a   AT&T Provided Leased Assets Now Owned by Amdocs
     F.3     Third Party Services Contracts
     F.3.b   BAPCO Entities Third Party Services Contracts
     F.4     Third Party Software
     F.4.b   BAPCO Entities Third Party Software
     G       Service Levels
             Attachment A     [**] Service Levels
             Attachment A.b   [**] Service Levels
             Attachment B     Service Level Definitions
             Attachment B.b   Service Level Definitions
             Attachment C     [**] Deliverables
             Attachment D     Measurement [**] and [**]
             Attachment E     Reserved (References to this Attachment to be
                              deemed references to
                              Schedule Y)
             Attachment F     Help Desk Problem Classification and Response Time
             Attachment G
                     Part 1   [**] Requests
                     Part 2   [**] Requests
             Attachment H     System Type [**]
             Attachment I     Reserved
             Attachment J     Reserved
             Attachment K     Project [**]
             Attachment L     Reserved
             Attachment M     [**] Quality Measures
             Attachment N     [**] Online Schedule
             Attachment O     Reserved
             Attachment P     Reserved
             Attachment Q     Reserved
             Attachment R     [**] Process
             Attachment S     [**] Standards
             Attachment T     Prod. Schedule - [**]

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

             Attachment U     Reserved
             Attachment V     [**] Committee
     H       Transition Plan
     H.b     Transition Plan (BAPCO Entities)
     I       Excluded Services
     J       Charges
     K       Reserved
     L.b     BAPCO Entities Projects
     M       Affected Employees
     M.1     Employee Benefit Plans
     [**]
     N       Direct Amdocs Competitors
     O.1     AT&T Facilities
     O.2     Amdocs Facilities
     O.3     AT&T Provided Equipment
     O.4     Reserved
     P       Direct AT&T Competitors
     Q       [**]
     R       Reports
     S       AT&T Standards
     T       Supplier Diversity Plan
     U       Reserved
     X       License Agreement
     Y       Definitions

     EXHIBITS:

     Exhibit 1     Form of Invoice
     Exhibit 1.b   Form of Invoice (BAPCO Entities)
     Exhibit 2     Reserved
     Exhibit 3     Reserved
     Exhibit 4     Form of Order
     Exhibit 5     Form of Nondisclosure Agreement
     Exhibit 6     Subcontractor Nondisclosure Agreements [for certain AT&T
                   Third Party
                   Contractors]
     Exhibit 7     Confidentiality and Invention Agreement
     Exhibit 8     Reserved
     Exhibit 9A    Background Check (US)
     Exhibit 9B    Background Check (non-US)
     Exhibit 10    Reserved
     Exhibit 11    AT&T Vendor Expense Policy

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     The following schedules are maintained in the Policy and Procedures Manual
     and references to such schedules shall be deemed references to the Policy
     and Procedures Manual:

     Schedule E, Part 7
     Schedule E, Attachment 2
     Schedule G, Attachments D, G, K, M, N, R, T, and V
     Schedule O.1

3.   TERM.

3.1  INITIAL TERM.

     The initial term of this Agreement commences as of 12:00:01 a.m., Eastern
     Time on the Effective Date and continues until 11:59:59 p.m., Eastern Time,
     on August 31, 2014 (the "INITIAL TERM"), unless this Agreement is
     terminated as provided herein or extended as provided in SECTION 3.2 or
     SECTION 4.4(A)(iii), in which case this Agreement shall terminate effective
     at 11:59:59 p.m., Eastern Time, on the effective date of such termination
     or on the date to which this Agreement is extended.

3.2  EXTENSION.

     If AT&T desires to renew this Agreement after the Initial Term, AT&T shall
     provide written notice to Amdocs of its desire to do so at least [**] prior
     to the expiration of this Agreement (the Initial Term, together with any
     renewal term, the "TERM" or "TERM OF THIS AGREEMENT"). The Parties shall
     thereafter negotiate in good faith with respect to the terms and conditions
     upon which the Parties will renew this Agreement and thereafter execute
     such renewal. In the event the Parties [**] of this Agreement, AT&T may, at
     its sole option, extend the term of this Agreement [**] in this Agreement.
     [**] of the Initial Term.

4.   SERVICES.

4.1  OVERVIEW.

     (a)  SERVICES. Commencing on the applicable Commencement Date, Amdocs shall
          provide the Services to AT&T and the Eligible Recipients. Additional
          Eligible Recipients may be added to the scope of Services pursuant to
          SECTION 9.5 of the Agreement. The Services shall consist of the
          following, as they may evolve

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          during the term of this Agreement or be supplemented, enhanced,
          modified or replaced in accordance with this Agreement:

          (i)  The services, functions and responsibilities described in this
               Agreement including its Schedules;

          (ii) The services, functions and responsibilities performed by or
               required to be performed by Amdocs under the SBC Agreement or
               BellSouth Agreement prior to the FARA Effective Date (provided
               that in the event of a direct conflict between those agreements
               and this FARA, this FARA will govern); and

          (iii) [**] that were performed during the twelve (12) months preceding
               the Commencement Date [**] in this Agreement (provided that, in
               the [**]).

          For the avoidance of doubt, the Parties acknowledge and agree that
          Eligible Recipients that were receiving services under the BellSouth
          Agreement shall continue to receive Legacy Services commencing as of
          the FARA Effective Date and all other Services shall commence on the
          applicable Commencement Date relating thereto, as determined pursuant
          to SECTIONS 4.2 and 4.3.

     (b)  INCLUDED SERVICES. [**] in this Agreement [**] in accordance with this
          Agreement, they shall be deemed [**] in this Agreement. [**]

     (c)  REQUIRED RESOURCES. Except as otherwise expressly provided in this
          Agreement, Amdocs shall be responsible for providing the facilities,
          personnel, Equipment, Software, technical knowledge, expertise and
          other resources necessary to provide the Services.

     (d)  AMDOCS RESPONSIBILITY. [**] in this Agreement, Amdocs shall [**] in
          accordance with this Agreement [**].

     (e)  EXCLUDED SERVICES. The Services shall not include the services,
          functions and/or responsibilities assumed by AT&T or excluded under
          SCHEDULE I (collectively "EXCLUDED SERVICES"), as such may evolve
          during the term of this Agreement or be supplemented, enhanced,
          modified or replaced.

4.2  MODERNIZATION SERVICES.

     (a)  MODERNIZATION SERVICES. During the Modernization Period, Amdocs shall
          perform the Modernization Services described in the Modernization Plan
          in accordance with the Modernization Milestones. Amdocs shall perform
          the

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                                       14

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Modernization Services in accordance with relevant provisions of the
          Schedules to this Agreement governing the performance of the
          Outsourcing Services (e.g., the application development and
          maintenance provisions of Part 1 of SCHEDULE E). If [**] in the
          Modernization Plan [**] of the Modernization Services to be performed,
          [**] the scope of Modernization Services shall be [**]. During the
          Modernization Period, [**] in the Modernization Plan. [**] in the
          Modernization Plan [**] in the Modernization Plan. Unless otherwise
          agreed, [**] parties in connection with the Modernization, [**] in the
          Modernization Plan as [**]. [**] as further set forth in the
          Modernization Plan, including [**]; and (iii) be included [**]. At a
          minimum, the [**] the Modernization Services shall [**] in the
          Modernization Plan.

     (b)  MODERNIZATION PLAN. The Modernization Plan shall identify, among other
          things, (i) the Modernization Services activities to be performed by
          Amdocs and the significant components and subcomponents of each such
          activity; (ii) the Deliverables to be completed by Amdocs; (iii) the
          date(s) by which each such activity or Deliverable is to be completed
          (the "MODERNIZATION MILESTONES"); (iv) the contingency or risk
          mitigation strategies to be employed by Amdocs in the event of
          disruption or delay; (v) any Modernization Services responsibilities
          to be performed or Modernization Services resources to be provided by
          AT&T (vi) the Testing plan; and (vii) a more detailed work plan to be
          provided in accordance with the requirements in SCHEDULE A.

     (c)  PERFORMANCE. Amdocs shall perform the Modernization Services in a
          manner that will not (i) materially disrupt or adversely impact the
          business or operations of AT&T or the Eligible Recipients, (ii)
          disrupt the sales and/or printing processes and cycles inherent in
          AT&T's and the Eligible Recipients' business, (iii) materially degrade
          any of the Services then being received by AT&T and the Eligible
          Recipients, (iv) materially disrupt or interfere with AT&T's and the
          Eligible Recipients' ability to obtain the full benefit of the
          Services, except as may be otherwise specifically provided in the
          Modernization Plan or as otherwise agreed by the Parties, or (v)
          degrade the Service Levels. [**], Amdocs shall [**] in Amdocs' plans,
          [**] under this Agreement). Amdocs shall identify and resolve, with
          AT&T's reasonable assistance, any problems that may impede or delay
          the timely completion of each task in the Modernization Plan that is
          Amdocs' responsibility and shall use all commercially reasonable
          efforts to assist AT&T with the resolution of any problems that may
          impede or delay the timely completion of each task in the
          Modernization Plan that is AT&T's responsibility. Amdocs shall
          promptly bring to the attention of the AT&T Contract Office any actual
          or potential delays in the Modernization Plan or Modernization
          Services or any actual or potential defects in the Modernization
          Services, Deliverables or

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Developed Materials, regardless of whether such delays or defects are
          caused by Amdocs, AT&T and/or any third party. AT&T shall promptly
          notify Amdocs in the event it determines that AT&T will be delayed in,
          or incapable of, performing any of its obligations under the
          Modernization Plan.

     (d)  REPORTS. Amdocs shall regularly report to AT&T on its progress in
          performing its responsibilities and meeting the timetable set forth in
          the Modernization Plan. Amdocs also shall provide written reports to
          AT&T at least monthly regarding such matters, and shall provide oral
          reports more frequently if reasonably requested by AT&T. [**] any
          information [**] set forth in the Modernization Plan, [**] therewith.

     (e)  [**]

          [**] the Modernization Plan [**] (as identified in the Modernization
          Plan) by the [**], commencing on the [**] Date, the amount set forth
          in ATTACHMENT A to SCHEDULE A [**]. The Parties agree that such [**]
          are [**] as of the date of this Agreement of the [**] in the event the
          respective [**] is not met and shall be [**] for [**] in meeting the
          [**]. In no event will Amdocs [**].

     (f)  RESERVED.

     (g)  APPLICATION SOFTWARE OUTSIDE THE SCOPE OF SERVICES. If AT&T requests
          Amdocs to enhance the Amdocs Software Package to include functionality
          of Application Software either identified as 'Out-of-Scope' in
          SCHEDULES B or B.B or not listed in SCHEDULES B or B.B, such
          Enhancements will be Charged against the Annual Development Budget as
          requested by AT&T. Any other effects of such Enhancements on the other
          Services provided by Amdocs will be subject to the provisions of
          SECTION 9.5.

4.3  TRANSITION SERVICES.

     (a)  TRANSITION. During each Transition Period, Amdocs shall perform the
          applicable Transition Services and provide the deliverables described
          in the applicable Transition Plan, including such Services and
          deliverables relating to the BAPCO Consolidation to the extent
          applicable. [**] of the Transition Services [**] of the Transition
          Services in accordance with this Agreement, [**] in the Transition
          Plan. During each Transition Period, AT&T will perform those tasks
          which are designated to be AT&T's responsibility in the applicable
          Transition Plan. [**] of the tasks which are designated to be AT&T's
          responsibility in the Transition Plan [**] in accordance with this
          Agreement, [**] in the Transition Plan. Unless otherwise agreed, AT&T
          shall not incur any Charges, fees or expenses payable to Amdocs or
          third parties in connection with the Transition Services, other than

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          those Charges specified in SCHEDULE J and those incurred by AT&T in
          connection with its performance of tasks designated in the Transition
          Plan as AT&T's responsibility.

     (b)  TRANSITION PLAN. Each Transition Plan shall identify, among other
          things, (i) the transition activities to be performed by Amdocs and
          the significant components and subcomponents of each such activity,
          (ii) the Deliverables to be completed by Amdocs, (iii) the date(s) by
          which each such activity or Deliverable is to be completed (the
          "TRANSITION MILESTONES"), (iv) the contingency or risk mitigation
          strategies to be employed by Amdocs in the event of disruption or
          delay, and (v) any transition responsibilities to be performed or
          transition resources to be provided by AT&T.

          (i)  With respect to the initial transition of Legacy A Services,
               [**]after the Effective Date, Amdocs shall prepare and deliver to
               AT&T for AT&T's review, comment and approval a detailed work plan
               based on and consistent with the Transition Plan set forth in
               SCHEDULE H.

          (ii) With respect to the BAPCO Consolidation and as reasonably
               requested by AT&T following the FARA Effective Date, Amdocs shall
               develop detailed work plan(s), subject to AT&T review and
               approval, regarding the Transition Services and Modernization
               Services based on SCHEDULES A and H.B and the input of AT&T and
               any applicable third party contractors that are being displaced
               as a result of such Services.

          (iii) Such detailed work plan(s) shall become a part of the applicable
               Transition Plan(s) and be incorporated therein.

     (c)  PERFORMANCE. Amdocs shall perform the Transition Services described in
          each Transition Plan in accordance with the Transition Milestones set
          forth therein. Amdocs shall provide all cooperation and assistance
          reasonably required or requested by AT&T in connection with AT&T's
          evaluation or testing of the deliverables set forth in the Transition
          Plan(s). Amdocs shall perform the Transition Services so as to avoid
          or minimize to the extent possible (i) any material disruption to or
          adverse impact on the business or operations of AT&T or the Eligible
          Recipients, (ii) any degradation of the Services then being received
          by AT&T or the Eligible Recipients, or (iii) any material disruption
          or interference with the ability of AT&T or the Eligible Recipients to
          obtain the full benefit of the Services, except as may be otherwise
          provided in a Transition Plan. [**], Amdocs shall [**] in Amdocs'
          plans [**] under this Agreement). Amdocs shall identify and resolve,
          with AT&T's reasonable assistance, any problems that

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          may impede or delay the timely completion of each task in a Transition
          Plan that is Amdocs' responsibility and, at AT&T's reasonable request,
          shall use all commercially reasonable efforts to assist AT&T with the
          resolution of any problems that may impede or delay the timely
          completion of each task in a Transition Plan that is AT&T's
          responsibility.

     (d)  REPORTS. Amdocs shall meet [**] report on its progress in performing
          its responsibilities and meeting the timetable set forth in a
          Transition Plan. Amdocs also shall provide written reports to AT&T
          [**] regarding such matters, and shall provide [**]. Promptly upon
          receiving any information indicating that Amdocs may not perform its
          responsibilities or meet the timetable set forth in a Transition Plan,
          Amdocs shall notify AT&T in writing of material delays and shall
          identify for AT&T's consideration and approval specific measures to
          address such delay and mitigate the risks associated therewith.

4.4  TERMINATION ASSISTANCE SERVICES.

     (a)  AVAILABILITY. As part of the Services, [**], Amdocs shall provide to
          AT&T or AT&T's designee the Termination Assistance Services described
          in SECTION 4.4(B).

          (i)  PERIOD OF PROVISION. Amdocs shall provide such Termination
               Assistance Services to AT&T or its designee (i) commencing upon
               notice up to [**] prior to the expiration of this Agreement or on
               such earlier date as AT&T may reasonably request and continuing
               for up to [**] following the effective date of the expiration of
               this Agreement, (ii) commencing upon any notice of termination
               (including notice based upon breach or default by AT&T, breach or
               default by Amdocs or termination for convenience by AT&T) of this
               Agreement, and continuing for up [**] following the effective
               date of such termination of all or part of the Services, or (iii)
               commencing upon notice of termination of all or part of the
               Services [**] and continuing for up to [**] following the
               effective date of such termination.

          (ii) SERVICES FOR FORMER RECIPIENTS.

               In the event that an Entity receiving Services as an Eligible
               Recipient no longer meets the definition of AT&T or an "Eligible
               Recipient" (e.g., due to a divestiture or otherwise):

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                    (1) CONTINUED SERVICES. AT&T may elect to designate such
                    Entity as an Eligible Recipient under this Agreement and
                    AT&T shall remain responsible for such Eligible Recipient
                    under this Agreement;

                    (2) TERMINATION ASSISTANCE SERVICES. AT&T may elect to have
                    Amdocs provide such Entity Termination Assistance Services
                    under this Agreement; and

                    (3) TRANSITION LICENSE. If AT&T does not elect to designate
                    such Entity as an Eligible Recipient, AT&T may Utilize the
                    Amdocs Owned Materials to provide transitional, migration
                    and/or conversion services to such Entity, to facilitate its
                    continuous operation while separating from AT&T's or an
                    Eligible Recipients' systems, at no additional charge, such
                    use not to extend for more than [**] from the date of such
                    divestment.

          (iii) EXTENSION OF SERVICES. [**] the period following the effective
               date of any [**] Termination Assistance Services, provided that
               [**] the effective date of [**] and the [**] Termination
               Assistance Services [**].

          (iv) FIRM COMMITMENT. Amdocs shall provide Termination Assistance
               Services to AT&T or its designee regardless of the reason for the
               expiration or termination of this Agreement; provided, if this
               Agreement is terminated by Amdocs in accordance with SECTION
               20.1(B) for failure to pay amounts due under this Agreement,
               Amdocs may require AT&T to pay monthly in advance for Termination
               Assistance Services provided or performed under this SECTION 4.4
               and shall be relieved of such obligation to provide such
               Termination Assistance Services unless and until such payment is
               made. [**], Amdocs shall provide Termination Assistance Services
               [**]; provided that, [**], all such Termination Assistance
               Services shall be performed subject to and in accordance with the
               terms and conditions of this Agreement.

          (v)  PERFORMANCE. To the extent AT&T requests Termination Assistance
               Services, such Services shall be provided subject to and in
               accordance with the terms and conditions of this Agreement,
               including the Service Levels and Service Level Credits set forth
               in SCHEDULE G except as otherwise stated below. Amdocs shall
               perform the Termination Assistance Services with at least the
               same degree of accuracy, quality, completeness, timeliness,
               responsiveness and resource efficiency as it

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                                       19

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               provided and was required to provide the same or similar Services
               during the term of this Agreement. [**] of this Agreement as to
               [**] and shall [**] until such time [**] pursuant to this SECTION
               4.4, and further provided that [**] the Termination Assistance
               Services, [**]. Additionally, during such period, if AT&T
               requests (i) less than all of the Services being performed by
               Amdocs prior to the expiration or termination date and such
               failure to request any interdependent Service causes Amdocs to be
               unable to meet the Service Levels, or (ii) additional Services in
               excess of those being performed by Amdocs prior to the expiration
               or termination date without the addition of additional Amdocs
               Personnel and the provision of such additional Services or any
               interdependent Service causes Amdocs to be unable to meet the
               Service Levels, Amdocs shall be relieved of responsibility for
               any otherwise resulting Service Level Credits, but only if Amdocs
               (i) promptly notifies AT&T of its inability to perform under such
               circumstances and AT&T nonetheless proceeds with such exercise or
               request, (ii) cooperates with AT&T to address the resulting
               problem and thereby avoid any non-performance, (iii) identifies
               and pursues commercially reasonable means to avoid or mitigate
               the impact of AT&T's failure to request such Service or the
               request of additional Service and (iv) uses commercially
               reasonable efforts to perform notwithstanding the failure to
               request such Service or the request of additional Service.

     (b)  SCOPE OF SERVICES. As part of the Termination Assistance Services,
          Amdocs will timely transfer the control and responsibility for all
          information technology functions and Services previously performed by
          or for Amdocs to AT&T and/or AT&T's designees by the execution of any
          documents reasonably necessary to effect such transfers. Additionally,
          Amdocs shall provide any and all reasonable assistance requested by
          AT&T:

          (i)  to assist AT&T in operating the Systems efficiently;

          (ii) to minimize the interruption or adverse effect of the termination
               or expiration of this Agreement; and

          (iii) to transfer the Services to AT&T and/or its designee(s) in an
               orderly fashion.

          In addition, in connection with such termination or expiration, Amdocs
          will provide the following assistance and Services at AT&T's
          direction:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       20

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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               (1)  GENERAL SUPPORT. Amdocs shall, at AT&T's request (i) assist
                    AT&T in developing a written transition plan for the
                    transition of the Services to AT&T or AT&T's designee, which
                    plan shall include capacity planning, facilities planning,
                    human resources planning, telecommunications planning and
                    other planning necessary to effect the transition, (ii)
                    perform programming and consulting services as requested to
                    assist in implementing the transition plan, (iii) train
                    personnel designated by AT&T in the use of any Equipment,
                    Software, Systems, Materials or tools used in connection
                    with the provision of the Services, (iv) catalog all
                    Software, AT&T Data, Equipment, Materials and tools used to
                    provide the Services, (v) provide machine readable and
                    printed listings and associated documentation for source
                    code for Software owned by AT&T and source code to which
                    AT&T is entitled under this Agreement (to the extent such
                    source code has been made available to Amdocs and is
                    required or necessary for the performance of the Services)
                    and assist in its re-configuration, (vi) analyze and report
                    on the space required for the AT&T Data and the Software
                    needed to provide the Services, (vii) assist in the
                    execution of a parallel operation, data migration and
                    testing processes, (viii) create and provide copies of the
                    AT&T Data in Amdocs' control or possession in the format and
                    on the media reasonably requested by AT&T, (ix) provide a
                    complete and up-to-date, electronic copy of the Policy and
                    Procedures Manual in the format and on the media reasonably
                    requested by AT&T, and (x) provide other technical
                    assistance as reasonably requested by AT&T.

               (2)  [**] of this Agreement [**]: (i) subject to the following
                    two sentences, any [**] (which shall include all [**] from
                    any AT&T Site or any location to which Amdocs relocates
                    Services previously performed at an AT&T Site) within the
                    12-month period prior to the expiration or termination date;
                    and (ii) any [**]. [**] shall [**] services (i.e., [**]) for
                    the [**]. AT&T and Amdocs [**] shall be [**]. Amdocs shall
                    [**], and shall [**], if any, [**]. AT&T [**] shall have
                    [**]. AT&T shall [**] that is [**] under this Agreement.
                    [**] after the Term, Amdocs [**] or [**] by Amdocs [**].

               (3)  SOFTWARE. As provided in SECTION 14.6 and subject to SECTION
                    6.4(C), Amdocs shall grant to AT&T, the Eligible Recipients

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                    and/or AT&T's designee certain license, sublicense and/or
                    other rights to certain Software and other Materials used by
                    Amdocs, Amdocs Affiliates or Amdocs Subcontractors in
                    performing the Services, including, where AT&T had the right
                    thereto, [**] to such Software or other Materials [**]. Such
                    Software and other Materials shall be transferred in Good
                    Working Order as of the expiration or termination date or
                    the completion of any Services requiring such Software and
                    other Materials requested by AT&T hereunder, whichever is
                    later.

               (4)  [**] the Services (which shall include [**]). Such [**], as
                    of the [**] requiring such [**]. Amdocs [**] so as to be
                    [**], or for [**] to be provided [**]. In the case of [**],
                    Amdocs shall [**]. Such [**]. [**], the Parties shall [**].
                    In the case of [**], Amdocs shall [**] that the [**]
                    thereunder have been made [**] at the time.

               (5)  [**]. Amdocs shall [**] on the Commencement Date, [**]. [**]
                    shall be [**] of any [**].

               (6)  AMDOCS THIRD PARTY CONTRACTS. Amdocs shall inform AT&T of
                    Third Party Contracts primarily used by Amdocs, Amdocs
                    Subcontractors or Amdocs Affiliates to perform the Services.
                    Subject to SECTION 6.4(C) and as requested by AT&T, (i)
                    Amdocs shall assign or permit AT&T or its designee(s) to
                    assume prospectively any such Third Party Contracts, or (ii)
                    cause Amdocs Subcontractors or Amdocs Affiliates to assign
                    or permit AT&T or its designee(s) to assume prospectively
                    any such Third Party Contracts. If the foregoing is not
                    reasonably possible, Amdocs shall use all commercially
                    reasonable efforts to cause the applicable third party to
                    enter into a new contract with AT&T or its designee(s) [**].
                    Amdocs shall or shall cause its Affiliates or
                    Subcontractors, as applicable, to (i) represent and warrant
                    that the assignor is not in default under such Third Party
                    Contracts, (ii) represent and warrant that all payments
                    thereunder through the date of assignment are current, (iii)
                    represent and warrant that no payments or charges shall be
                    payable by AT&T to the assignor (or such third party
                    contractor) for benefits or services received by the
                    assignor under such Third Party Contracts prior to the date
                    of assignment, and (iv) notify AT&T of any defaults by the
                    third party with respect to such Third Party Contracts of
                    which it is aware at the time of the assignment thereof.
                    Amdocs shall retain

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


                                       22

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                    the right to utilize any such third-party contractor
                    relating to such Third Party Contract in connection with the
                    performance of services for any other Amdocs customer,
                    provided that such utilization shall not materially
                    interfere with AT&T or AT&T's designee obtaining the benefit
                    contemplated hereby with respect to such third-party
                    contractor.

               (7)  EXTENSION OF SERVICES. During the periods set forth in
                    SECTIONS 4.4(A)(I) and 4.4(A)(III), Amdocs shall provide to
                    the Eligible Recipient(s), at AT&T's request, any or all of
                    the Services being performed by Amdocs prior to the
                    expiration or termination date. [**], AT&T will [**] would
                    have been [**] for such Services [**] of the Services be
                    provided [**].

               (8)  [**], AT&T shall pay Amdocs [**]. Notwithstanding the
                    preceding sentence, to the extent [**] Amdocs Personnel
                    (provided, however that Amdocs [**], there will be [**] be
                    provided by Amdocs [**] to be performed by Amdocs, [**].

               (9)  REPRESENTATION AND WARRANTY. Amdocs represents and warrants
                    that (a) the Software and Equipment to be offered to AT&T
                    under this SECTION 4.4(B) will be the same or substantially
                    the same Software and Equipment that will have been used by
                    Amdocs immediately prior to the expiration or termination
                    date or the completion of any Services requiring such
                    Software or Equipment requested by AT&T hereunder, whichever
                    is later, and that will be required and relevant in order
                    for AT&T or its designee to provide the Services as of such
                    date, and (b) such Software and Equipment (when combined
                    with software and equipment which Amdocs is not required to
                    offer hereunder but which is otherwise commercially
                    available and reasonably substitutable) shall be sufficient
                    on the date all Services are completed under this Agreement
                    for AT&T or its designee to provide the Outsourcing Services
                    to be provided on such date.

     (c)  SURVIVAL OF TERMS. This SECTION 4.4 shall survive
          termination/expiration of this Agreement.

4.5  USE OF THIRD PARTIES.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       23
<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     (a)  [**]. Nothing in this Agreement [**], and notwithstanding anything to
          the contrary contained herein, this Agreement [**] described in this
          Agreement [**]. Without [**] under which [**], [**] in this Agreement
          [**] set forth otherwise in SCHEDULE J.

     (b)  AMDOCS COOPERATION. Amdocs shall fully cooperate with and work in good
          faith with AT&T or AT&T Third Party Contractors as described in
          SCHEDULE E or requested by AT&T [**]. At AT&T's request, such
          cooperation shall include: (i) timely providing access to any
          facilities being used to provide the Services, as necessary for AT&T
          personnel or AT&T Third Party Contractors to perform the work assigned
          to them; (ii) timely providing reasonable electronic and physical
          access to the business processes and associated Equipment, Software
          [**] and/or Systems to the extent necessary and appropriate for AT&T
          personnel or AT&T Third Party Contractors to perform the work assigned
          to them; (iii) timely providing written requirements, standards,
          policies or other documentation for the business processes and
          associated Equipment, Software or Systems procured, operated,
          supported or used by Amdocs in connection with the Services; (iv)
          [**]; or (v) any other cooperation or assistance reasonably necessary
          for AT&T personnel or AT&T Third Party Contractors to perform the work
          in question. AT&T personnel and AT&T Third Party Contractors shall
          comply with Amdocs' generally applicable security and generally
          applicable confidentiality requirements (including all the
          confidentiality provisions of this Agreement), and shall, to the
          extent performing work on Software, Equipment or Systems for which
          Amdocs has operational responsibility, comply with Amdocs' standards,
          methodologies, and procedures.

     (c)  NOTICE BY AMDOCS. Amdocs shall immediately notify AT&T when it becomes
          aware that an act or omission of AT&T or an AT&T Third Party
          Contractor will cause, or has caused, a problem or delay in providing
          the Services, and shall use commercially reasonable efforts to work
          with AT&T and the AT&T Third Party Contractor to prevent or circumvent
          such problem or delay. Amdocs shall cooperate with AT&T and AT&T Third
          Party Contractors to resolve differences and conflicts arising between
          the Services and other activities undertaken by AT&T or AT&T Third
          Party Contractors. If, despite the foregoing efforts of Amdocs and
          AT&T, Amdocs' performance of the Services is materially adversely
          impacted by the performance of work by AT&T or any such AT&T Third
          Party Contractor on any Software or Equipment, Amdocs' failure to
          perform its responsibilities under this Agreement (including its
          responsibility for associated Service Level [**]) [**] during such
          [**] (i) Amdocs' providing AT&T reasonable notice in writing of any
          such Amdocs non-performance or anticipated inability to perform, and
          (ii) Amdocs' continuing to use commercially reasonable

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       24

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          efforts to perform the Services or perform a work around for such acts
          or omissions. [**] Amdocs [**] that Amdocs [**], AT&T shall [**]
          Amdocs [**] by Amdocs [**], provided that (i) Amdocs [**]; and (ii)
          Amdocs [**].

4.6  TESTING AND ACCEPTANCE TEST PROCEDURES.

     (a)  TESTING. In accordance with the Modernization Plan, in accordance with
          the applicable Order, or [**], AT&T, with Amdocs' cooperation and
          support, shall conduct Testing of the Deliverables thereunder (and
          with respect to [**], the Amdocs System) to determine if such Amdocs
          System and Deliverables are in Compliance. If any Testing reveals any
          Noncompliance, Amdocs shall (i) remedy such Noncompliance as promptly
          as reasonably possible; (ii) resubmit the Amdocs System or Deliverable
          for review and Testing; and (iii) ensure, until Acceptance of such
          Modernization Milestone, that the existing AT&T Systems to be replaced
          pursuant to the Modernization Milestone continue to provide the
          Services [**], each of (i), (ii) and (iii) solely at Amdocs' expense.
          The Parties will work together to agree upon a schedule to remedy,
          within [**] (or such other commercially reasonable time period agreed
          to by the Governance Team), the Noncompliance after the earlier of:
          (i) notice of Noncompliance from AT&T; or (ii) Amdocs' discovery of
          such Noncompliance. The cost of any cooperation, support or remedial
          action or additional Testing required under this SECTION 4.6(A) shall
          be [**] under this Agreement, [**]. Any extension by AT&T of the
          Acceptance Test Period (not caused by or the result of Noncompliance
          caused by Amdocs) and the resulting impact of such extension of the
          Acceptance Testing Period (including on Amdocs' schedule of delivery
          of future Modernization Milestones) shall be subject to the provisions
          of SECTION 9.5. Amdocs shall provide AT&T with an estimate of such
          impact. Amdocs shall not be deemed to have failed to meet any
          Modernization Milestone to the extent such failure is caused by AT&T's
          extension of an Acceptance Test Period excluding incidents caused by
          or the result of Noncompliance caused by Amdocs. [**], Amdocs shall
          [**] pursuant [**].

     (b)  ACCEPTANCE PROCEDURES. During the testing period set forth in SCHEDULE
          A (or the applicable Order or as otherwise set forth in this
          Agreement), AT&T shall Test Deliverables after receipt of the Notice
          of Completion for such Deliverables ("ACCEPTANCE TEST PERIOD"). If the
          Deliverables successfully complete the acceptance tests during the
          Acceptance Test Period, AT&T shall indicate its written Acceptance
          thereof and deliver such Acceptance to Amdocs. In no event will [**].
          Any disputes regarding Compliance of Deliverables shall be subject to
          SECTION 19.1(A), provided that [**]. For the avoidance of doubt, [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       25

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

4.7  ON-SITE SUPPORT.

     Amdocs shall [**] in accordance with [**] prior to the Commencement Date.

5.   [**].

5.1 RESPONSIBILITIES.

     (a)  AMDOCS RESPONSIBILITY. [**], Amdocs shall undertake all administrative
          activities necessary to obtain [**] for which Amdocs has
          responsibility under this Agreement. At Amdocs' request, AT&T will
          cooperate with Amdocs in obtaining [**] by executing certain
          AT&T-approved written communications and other documents prepared or
          provided by Amdocs. [**], Amdocs shall [**] Amdocs has [**].

     (b)  AT&T RESPONSIBILITY. [**], AT&T shall undertake all administrative
          activities necessary to obtain [**] for which AT&T has responsibility
          under this Agreement. At AT&T's request, Amdocs will cooperate with
          AT&T in obtaining the [**] by executing certain Amdocs-approved
          written communications and other documents prepared or provided by
          AT&T. [**], AT&T may [**] AT&T has [**].

5.2  FINANCIAL RESPONSIBILITY.

     [**], [**] any required third party costs associated with [**] under this
     Agreement, including any [**].

5.3  CONTINGENT ARRANGEMENTS.

     [**], Amdocs and AT&T [**], then, [**], Amdocs shall [**] as are necessary
     [**] AT&T and Amdocs [**] following the Commencement Date, then [**], AT&T
     shall [**] and/or [**], and any [**] to AT&T ([**] AT&T to [**] Amdocs.
     [**] AT&T [**] responsibility for such Services, [**] AT&T may [**] Amdocs
     [**] AT&T [**] AT&T to [**]. [**] shall be as set forth [**] AT&T [**] for
     all purposes. [**] AT&T. Except as otherwise expressly provided herein,
     [**] under this Agreement.

6.   FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE
     PROVISION OF SERVICES.

6.1  SERVICE FACILITIES.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       26

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     (a)  SERVICE FACILITIES. The Services shall be provided at or from (i) the
          AT&T Facilities described on SCHEDULE O.1, (ii) the service locations
          owned or leased by Amdocs and described on SCHEDULE O.2, or (iii) any
          other service location approved by an authorized AT&T representative
          in accordance with this Section. Except to the extent set forth in
          this Agreement or otherwise agreed by AT&T in its sole discretion,
          Amdocs shall provide the Services from approved sites within the [**].
          To the extent any Legacy Services relating to the BellSouth Agreement
          are being provided at a facility not identified in the foregoing
          SCHEDULES O.1 or O.2, such facility shall be added to the applicable
          Schedule as requested by AT&T or Amdocs during the BAPCO related
          Transition Period.

          (i)  Establishing New Locations - New Country/City:

               In the event that Amdocs wants to start up business in a new
               country or in a new city not located in the United States where
               AT&T Services are to be performed, Amdocs shall notify the AT&T
               Offshore Management Office to seek a formal approval from the
               Executive Director of the AT&T Offshore Management Office.

               Requests for approval should be submitted to:

               Senior Business Manager
               1010 Pine Street 14-W-24
               St. Louis MO 63101
               Telephone Number: 314-331-7762
               Fax number: 314-235-3908

          (ii) Establishing New Locations - New Building in Approved City:

               In the event that Amdocs wants to begin providing Services from a
               new building within a city in a country other than the United
               States where they are currently working:

               -    Amdocs shall notify the AT&T Offshore Management Office to
                    seek a formal approval from the Executive Director of the
                    Offshore Management Office, using the contact information in
                    paragraph a (i) above.

               -    Amdocs shall have the new building address audited by a
                    reputable third party auditor.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       27

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               -    Amdocs shall give the most current version of AT&T's
                    Offshore Management Office External Audit Security Controls,
                    as will be agreed to and documented in the Policy &
                    Procedure Manual, provided by AT&T, to the third party
                    auditor to conduct the audit.

               -    The audit shall be conducted [**] of Amdocs Personnel first
                    performing Services in the new building.

     (b)  AT&T FACILITIES. AT&T shall provide Amdocs with the use of and access
          to the AT&T Facilities (or equivalent space) described in SCHEDULE O.1
          solely as necessary for Amdocs to perform the Services. Amdocs agrees
          to provide the Services at the AT&T Facilities described in such
          SCHEDULE O.1. Amdocs shall [**] and, subject to SECTION 15.10, such
          [**] and not prohibited under this Agreement. AT&T shall [**] in
          connection with [**]. Notwithstanding the foregoing, Amdocs shall [**]
          with Amdocs, and shall [**]. [**] provided for [**] under this
          Agreement shall [**]. In addition, [**]by Amdocs shall [**]. Amdocs
          [**] on the Commencement Date, [**]. [**]. EXCEPT AS OTHERWISE SET
          FORTH HEREIN [**]

     (c)  NO LEASE OR FURTHER RENT. This Agreement is a services agreement and
          is not intended to and will not constitute a lease of any real
          property. Amdocs: (i) has been granted only a license to occupy the
          AT&T Facilities; (ii) has not been granted any real property interest
          in the AT&T Facilities; and (iii) [**]. For the avoidance of doubt,
          (X) Amdocs is [**] AT&T any [**] under this Agreement after the first
          full calendar month following the FARA Effective Date, and (Y) [**]
          before the FARA Effective Date shall be [**] such facility charges are
          for a partial month.

     (d)  RESERVED.

     (e)  FURNITURE, FIXTURES AND EQUIPMENT. The office facilities provided by
          AT&T for the use of Amdocs Personnel will be maintained by AT&T in
          good working order and will be generally comparable to the office
          space occupied by (i) the Transitioned Employees prior to the
          Commencement Date or (ii) the then-standard office space occupied by
          similarly situated AT&T employees or contractors; provided, however,
          the office space provided by AT&T will not exceed the space set forth
          in SCHEDULE J unless otherwise agreed in writing. Amdocs shall be
          permitted to use the office furniture being used by the Transitioned
          Employees as of the Commencement Date to furnish such office space.
          Amdocs [**] for providing all other office furniture and fixtures
          needed by Amdocs or Amdocs Personnel (including Transitioned
          Employees) to provide the

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       28

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Services, and for all upgrades, replacements and additions to such
          furniture or fixtures; provided that such furniture and fixtures are
          [**] by AT&T and meet AT&T's then-current standards; and provided
          further that Amdocs shall use commercially reasonable efforts to
          purchase and use [**], if [**] to other furniture and fixtures
          reasonably and commercially [**]. Amdocs Personnel using the office
          facilities provided by AT&T will be accorded reasonable access to the
          communications wiring in such facilities (including fiber, copper and
          wall jacks) and the use of certain shared office equipment and
          services, such as photocopiers, local and long distance telephone
          service for AT&T-related (domestic U.S.A.) calls, telephone handsets,
          mail service, office support service (e.g., janitorial), heat, light,
          and air conditioning ("UTILITY RESOURCES"); [**]. AT&T shall notify
          Amdocs if AT&T believes [**]. The allocation between the Parties of
          responsibility for [**].

     (f)  DATA CENTER [**]. AT&T shall provide, and Amdocs shall obtain from
          AT&T and use, the [**] provided by AT&T at the [**] as set forth in
          SCHEDULE I. The AT&T [**] shall include the AT&T owned/managed [**],
          including [**]. In connection with providing the AT&T [**], AT&T shall
          provide, and Amdocs shall obtain from AT&T and use, AT&T's personnel
          to provide on-site, [**]. Amdocs will be responsible for [**].

     (g)  AMDOCS' USE OF AT&T IT [**]. Access by Amdocs to the Amdocs System
          located in the [**] environment will be limited by [**]. Amdocs will
          not be permitted to [**] Amdocs will retain overall responsibility for
          the integrity of the Amdocs System residing in the AT&T IT Managed
          Data Center environment. AT&T will retain overall responsibility for
          the AT&T IT Managed Data Center environment, the connection to that
          environment and the integrity of that environment. Amdocs' use and
          access to the environment will be controlled [**]. While access will
          be [**], Amdocs will be provided access as required for Amdocs [**]
          and for Amdocs to be able to [**]. No Amdocs Personnel will be located
          [**] at the AT&T IT [**]. AT&T will [**] as needed for Amdocs'
          Personnel, vendors or other entities needing [**] to the Amdocs System
          in the AT&T IT [**]. Amdocs will [**] and maintain [**] of Amdocs
          Personnel and/or vendors requiring [**].

     (h)  AMDOCS' USE OF AT&T REAL YELLOW PAGES [**]. Access by Amdocs to the
          Amdocs System located in the AT&T Real Yellow Pages [**] environments
          will be permitted but Amdocs will be required to adhere to [**].
          Amdocs will not be permitted to [**]. Amdocs will retain overall
          responsibility for the [**] of the Amdocs [**]. AT&T will retain
          overall responsibility for the [**]. Amdocs' use and access to the
          environments will be [**]. Amdocs will be provided [**] as

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       29

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          required for Amdocs to ensure the [**]. Amdocs Personnel will be
          located [**] at the AT&T Real Yellow Pages [**]. AT&T will [**] as
          needed for Amdocs' Personnel, vendors or other entities needing [**]
          the AT&T Real Yellow Pages [**] to provide other services to the [**].
          Amdocs will provide to AT&T and maintain an [**].

     (i)  AMDOCS' RESPONSIBILITIES REGARDING [**]. To the extent any Equipment
          provided or used by Amdocs or Amdocs Personnel (except for AT&T
          Provided Equipment) is connected directly to the [**], such Equipment
          shall be (i) subject to [**] by AT&T, (ii) in strict compliance with
          [**], and (iii) in strict compliance with [**] (to the extent AT&T has
          made available to Amdocs such [**]). Amdocs shall not [**]any other
          software on such [**]. In addition, Amdocs' interconnections to AT&T
          data facilities or network(s) under this Agreement shall be governed
          by the terms and conditions of the Master Data Connection Agreement
          between AT&T Corp. and Amdocs Software Systems Limited dated as of
          August 25, 2003 (the "MDCA"). The definition of "Supporting Agreement"
          under the MDCA shall be deemed to include this Agreement and the
          definition of "AT&T Networks" under the MDCA shall be deemed to
          include the networks of AT&T and the Eligible Recipients (and any
          other AT&T data facilities to which Amdocs interconnects in order to
          provide the Services). Immediately following the execution of this
          FARA, the Parties shall execute and deliver a Connection Supplement to
          the MDCA in the names of AT&T Services, Inc. and Amdocs, Inc. setting
          forth Amdocs' interconnections under this Agreement.

     (j)  AMDOCS' RESPONSIBILITIES. Except as provided in SECTIONS 6.1(A), (B),
          (E), (F) and (G) and SECTION 6.5, Amdocs shall be responsible for
          providing all furniture, fixtures, equipment, space and other
          facilities required to perform the Services and all upgrades,
          improvements, replacements and additions to such furniture, fixtures,
          equipment, space and facilities. In addition, Amdocs will bear the
          expense of any special furniture or equipment accommodations or
          evaluations for Amdocs Personnel at AT&T Facilities. Without limiting
          the foregoing, Amdocs shall (i) provide all maintenance, site
          management, site administration and similar services for the Amdocs
          owned or controlled facilities, and (ii) provide uninterrupted power
          supply services for the designated Software, Equipment, and Systems at
          the Amdocs owned or controlled facilities.

     (k)  PHYSICAL SECURITY. AT&T is responsible for the physical security of
          the AT&T Facilities and AT&T Sites; provided, that Amdocs shall be
          responsible for the safety and physical access and control of the
          areas that Amdocs is using in performing the Services (excluding the
          AT&T IT Managed Data Centers) and Amdocs shall not permit any person
          to have access to, or control of, any such area

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          unless such access or control is permitted in accordance with control
          procedures approved by AT&T or any higher standard agreed to by AT&T
          and Amdocs (all to the extent that AT&T provides Amdocs the physical
          ability to limit access and control over such areas). Amdocs shall be
          solely responsible for compliance by Amdocs Personnel with such
          control procedures, including obtaining advance approval to the extent
          required.

     (l)  SECURITY. Except as provided in SECTION 6.1(I), Amdocs shall maintain
          and cause Amdocs Personnel to adhere to the operational, safety and
          security standards, requirements and procedures then in effect at the
          AT&T Facilities described in SECTION 6.1(A), as such standards,
          requirements and procedures may be modified by AT&T from time to time
          (to the extent Amdocs has received written notice of such standards,
          requirements and procedures or modifications thereof).

     (m)  EMPLOYEE SERVICES. Subject to applicable security requirements, AT&T
          will permit Amdocs Personnel to use certain employee facilities [**]
          at the AT&T Facilities that are [**]. The employee facilities in
          question and the extent of Amdocs Personnel's permitted use shall be
          specified in writing by AT&T and shall be subject to modification
          [**]. Amdocs Personnel will not be permitted to use employee
          facilities designated by AT&T [**].

     (n)  USE OF AT&T FACILITIES. Unless Amdocs obtains AT&T's prior written
          agreement, which may be withheld by AT&T in its sole discretion,
          Amdocs shall use the AT&T Facilities, and the Equipment and Software
          located therein, [**] to AT&T and the Eligible Recipients. AT&T
          reserves the right, upon [**], or such shorter time as AT&T may be
          required by Law or extenuating circumstances, to relocate an AT&T
          Facility from which the Services are then being provided by Amdocs to
          another geographic location; provided that, in such event, [**]. In
          such event, AT&T shall [**]; provided that Amdocs notifies AT&T of
          such [**], obtains AT&T's written approval prior to [**]; and uses
          commercially reasonable efforts to [**]. AT&T also reserves the right
          upon reasonable prior notice to direct Amdocs to [**] provided by
          Amdocs and to thereafter [**]. In such event, AT&T shall (i) provide
          Amdocs with comparable space, or (ii) [**] Amdocs for any [**] by
          Amdocs as a result of such direction, including, if applicable, [**]
          procuring necessary comparable space to be used exclusively for the
          provision of Services; provided that such direction is not expressly
          contemplated in this Agreement and that Amdocs notifies AT&T of such
          [**], obtains AT&T's approval prior to [**].

          Notwithstanding the foregoing, Amdocs will not seek reimbursement of
          and AT&T will not be obligated to pay Amdocs for any Out-of-Pocket
          Expenses

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

          related to the AT&T directed vacation of AT&T Facilities in (i) St.
          Louis, Missouri, in calendar year 2006, or (ii) in Troy, Michigan, in
          calendar year 2007.

     (o)  CONDITIONS FOR RETURN. Upon any vacation by Amdocs of AT&T Facilities,
          Amdocs shall return such AT&T Facilities (including any improvements
          to such facilities made by or at the request of Amdocs) to AT&T in
          substantially the same condition as when such facilities were first
          provided to Amdocs, subject to reasonable wear and tear and any
          improvements to such facilities made by or at the request of Amdocs;
          provided, however, that Amdocs shall not be responsible for the acts
          of AT&T or its personnel or subcontractors (other than Amdocs and its
          Subcontractors and Affiliates) causing damage to such facilities.

     (p)  NO VIOLATION OF LAWS. Amdocs shall (i) treat, use and maintain the
          AT&T Facilities in a reasonable manner, and (ii) ensure that neither
          Amdocs nor any of its Subcontractors commits, and use all reasonable
          efforts to ensure that no third party commits, any act in violation of
          any Laws in such Amdocs occupied AT&T Facility or any act in violation
          of AT&T's insurance policies or in breach of AT&T's obligations under
          the applicable real estate leases in such Amdocs occupied AT&T
          Facilities (in each case, to the extent Amdocs has received notice of
          such insurance policies or real estate leases or should reasonably be
          expected to know of such obligations or limitations).

     (q)  ASSET INVENTORY REPORT AND MANAGEMENT SYSTEM. Amdocs shall complete
          development, testing, delivery, data conversion and cleansing, and
          implementation of the Asset Inventory Management System before [**],
          subject to the exception described in the paragraph below regarding
          BAPCO Entities. The Asset Inventory Management System shall be subject
          to Acceptance as if it were a Deliverable. AT&T shall commence a [**]
          Acceptance Test Period upon delivery of the Asset Inventory Management
          System, with a target Acceptance date of [**]. If AT&T has not
          Accepted the Asset Inventory Management System by [**], unless failure
          to achieve Acceptance by such date is due to a delay caused solely by
          AT&T after timely delivery of the Asset Inventory Management System by
          Amdocs to AT&T for Acceptance Testing, then Amdocs will [**] AT&T with
          [**] for [**] (the "[**]") until [**]. Amdocs acknowledges that time
          is of the essence regarding the Asset Inventory Management System and
          Amdocs will make all commercially reasonable efforts to meet the
          required dates. The [**] will be [**] sent by Amdocs following the
          month in which an [**] is incurred. In the event the Asset Inventory
          Management System has not been fully delivered and/or full Acceptance
          of same has not occurred at the time of termination or expiration of
          the Agreement, then Amdocs shall, [**], (i) deliver and/or correct the
          Asset Inventory Management System [**], (ii) [**], or (iii) [**]. If
          AT&T

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                          except by written agreement.


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                                                           Contract No. 02026409
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          requests [**], such [**] will be AT&T's [**] for delay in delivery of
          the Asset Inventory Management System and [**] to AT&T's account.

          Notwithstanding the foregoing, data relating to the BAPCO Entities
          does not need to be included in the Asset Inventory Management System
          until [**] following the scheduled completion of the last BAPCO
          related Modernization Milestone as set forth in SCHEDULE A. The
          Parties acknowledge and agree that the delivery of the Asset Inventory
          Management System is contingent on AT&T providing the applicable data
          in accordance with the AT&T approved Asset Inventory Management System
          implementation plan. Subject to SECTIONS 10.2 and 18.1, if the
          delivery and Acceptance of such data conversion and cleansing
          Deliverable and the implementation of Asset Inventory Management
          System for the BAPCO Entities does not occur within such [**], then
          [**] in accordance with this Section until the Asset Inventory
          Management System is fully Accepted.

          Along with other system requirements to be finalized as part of the
          overall project plan, Amdocs shall provide AT&T with [**] access to
          the Asset Inventory Management System. In the interim, Amdocs shall
          provide to AT&T upon each six and twelve month anniversary of the
          Effective Date (i.e., two deliveries annually) a full written
          inventory in electronic format of all Equipment and Software used by
          Amdocs to provide the Services or for which Amdocs has administrative
          or financial responsibility in connection with this Agreement. In
          addition, the Parties have published a document titled "Asset
          Management System Risks and Mitigations" and included said document in
          the Policy and Procedures Manual. This document outlines key
          operational requirements agreed to by Amdocs as a condition of AT&T's
          acceptance of a delay in delivery of the Asset Inventory Management
          System.

6.2  AT&T USE OF AMDOCS FACILITIES; AMDOCS OFFSHORE ACCESS.

     (a)  AT&T USE OF AMDOCS FACILITIES. During the term of this Agreement,
          Amdocs will provide to AT&T [**] (i) reasonable use of Amdocs
          locations where the Services are being performed and (ii) access to
          reasonable work/conference space at Amdocs locations where the
          Services are being performed, for the conduct of AT&T's activities
          related to this Agreement.

     (b)  AMDOCS OFFSHORE ACCESS TO AT&T DATA, EQUIPMENT, SYSTEMS AND SOFTWARE.
          Amdocs Personnel working offshore may only access AT&T Data and
          Equipment, Systems or Software provided by AT&T while physically
          located in an AT&T-approved location, except as otherwise provided in
          this Section. Beginning [**] following the FARA Effective Date, Amdocs
          Personnel located

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          outside of the United States but not in an AT&T-approved facility may
          remotely access AT&T Data, Equipment, Systems or Software provided by
          AT&T only in accordance with and subject to the AT&T Rules. If (i)
          Amdocs is in compliance with the AT&T Rules regarding remote access as
          specified in SCHEDULE E.3, (ii) AT&T unreasonably refuses to approve
          requests for such remote access in accordance with SECTION 21.8 of
          this Agreement and SCHEDULE E.3, and (iii) Amdocs is unable to
          identify any reasonable commercially available alternatives, then
          Amdocs shall not be held responsible for resulting failures to perform
          the Services in accordance with SECTION 10.2, unless AT&T authorizes a
          Service Revision that includes charges for any additional resources
          required as a result of such inability to remotely access AT&T Data,
          Equipment, Systems, or Software. Any exceptions shall be submitted in
          writing to the AT&T Offshore Management Office for approval or
          rejection at AT&T's sole discretion at the address set forth in
          SECTION 6.1(A). Any such approval or rejection to be provided to
          Amdocs within [**] of the date upon which the exception request is
          submitted to AT&T.

6.3  AT&T RULES/EMPLOYEE SAFETY.

     (a)  AT&T RULES AND COMPLIANCE. In performing the Services and using the
          AT&T Sites, Amdocs shall observe and comply with all AT&T policies,
          rules and regulations applicable to the AT&T Sites or the provision of
          the Services, including those set forth on SCHEDULE E.3 and those
          applicable to specific AT&T Sites, all as have been or may be provided
          to Amdocs in writing (collectively, "AT&T RULES"). Amdocs shall
          distribute the AT&T Rules to Amdocs Personnel as and to the extent
          necessary and appropriate. Additions or modifications to the AT&T
          Rules may be communicated by AT&T in writing to Amdocs or Amdocs
          Personnel or may be made available to Amdocs or Amdocs Personnel by
          posting at an AT&T Site, electronic posting or other means generally
          used by AT&T to disseminate such information to its employees or
          contractors. Amdocs and Amdocs Personnel shall observe and comply with
          such additional or modified AT&T Rules. Amdocs personnel providing
          Services shall adhere to similar if not the same rules at Amdocs'
          locations from which Services and Materials are provided pursuant to
          this Agreement. To the extent that any such additions or modifications
          materially increase Amdocs' aggregate costs in performing the Services
          or Amdocs' responsibilities hereunder, the Parties will address such
          impact, if any, through SECTION 9.5.

     (b)  HEALTH AND SAFETY COMPLIANCE. Amdocs and Amdocs Personnel shall
          familiarize themselves with the premises and operations at each AT&T
          Site at or from which Services are rendered and the AT&T Rules
          applicable to each such AT&T Site. Upon Amdocs' request, AT&T shall
          provide Amdocs with the

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Material Safety Data Sheets (MSDSs) for any hazardous chemical, as
          that term is defined under the Occupational Health and Safety Act
          (OSHA), present at any AT&T Site. Amdocs is hereby notified that AT&T
          Sites constructed prior to 1981 contain asbestos containing materials
          (ACM) and/or presumed ACM (PACM) and may also contain both natural and
          artificial conditions and activities involving risk of harm. Should
          Amdocs' performance of Services require Amdocs Personnel to disturb or
          contact ACM/PACM for which AT&T has no immediate plans to disturb or
          contact for other purposes, [**]:

          (i)  Contacting the appropriate AT&T representative responsible for
               the AT&T Site to determine the presence, location, and quantity
               of ACM/PACM that Amdocs Personnel may reasonably be expected to
               work in or adjacent to;

          (ii) Informing Amdocs Personnel of the presence, location, and
               quantity of ACM/PACM present in the AT&T Site that Amdocs
               Personnel may reasonably be expected to work in or adjacent to
               and the precautions to be taken to ensure that airborne ACM/PACM
               is confined to the identified ACM/PACM area;

          (iii) Informing the appropriate AT&T representative responsible for
               the AT&T Site and other employers or employees at the AT&T Site
               of the presence, location, and quantity of any newly discovered
               ACM/PACM identified by Amdocs within twenty-four (24) hours of
               its discovery; and

          (iv) Taking necessary safety precautions for Amdocs Personnel and
               assuring a safe place for performance of Services.

          When performing Services at AT&T Sites in California, Amdocs shall
          issue warnings in accordance with the California Safe Drinking Water
          and Toxic Enforcement Act of 1986 ("Proposition 65") to AT&T personnel
          and the public at such AT&T Sites for exposure to chemicals covered by
          Proposition 65 introduced by Amdocs or Amdocs Personnel to such AT&T
          Sites. Such warnings may take the form of, but not be limited to, a
          MSDS for each such chemical.

          AMDOCS IS HEREBY WARNED IN ACCORDANCE WITH PROPOSITION 65 THAT
          EXPOSURE TO CHEMICALS MAY OCCUR AT AT&T SITES. If requested, AT&T
          shall make available to Amdocs and Amdocs Personnel a MSDS for
          chemicals covered by Proposition 65, if any, at AT&T Sites in
          California where Amdocs is providing Services. AT&T shall also issue
          any additional Proposition 65 warnings required by Proposition 65 for
          exposure to

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          chemicals introduced by AT&T or AT&T personnel to AT&T Sites to Amdocs
          Personnel and the public when Amdocs Personnel are performing Services
          in AT&T Sites in California. Amdocs shall issue appropriate warnings
          to inform and educate Amdocs Personnel entering AT&T Sites of the
          above information in accordance with Environmental Laws. AT&T and
          Amdocs shall cooperate on such warnings.

     (c)  ONLINE ACCESS. Amdocs' employees include "foreign persons" within the
          meaning of the U.S. export control laws, and foreign persons employed
          by Amdocs may, subject to SECTION 8.8(D), have access to AT&T computer
          or electronic data storage systems or networks in order to provide
          Services under this Agreement, unless otherwise specifically set forth
          in an Order. If Amdocs is given access, whether at AT&T's premises or
          through remote facilities, to any AT&T computer or electronic data
          storage system in order for Amdocs to perform the Services, Amdocs
          shall limit such access and use solely to perform Services and will
          not attempt to access any AT&T computer system, electronic file,
          Software or other electronic services other than those specifically
          required to perform the Services. Amdocs shall (i) limit such access
          to those Amdocs Personnel with an express requirement to have such
          access in connection with this Agreement and/or any Order and, in
          doing so, shall comply with SECTION 8.8 (D), (ii) advise AT&T in
          writing of the name of each individual who will be granted such access
          and (iii) strictly follow all AT&T security rules and procedures for
          use of AT&T's electronic resources provided to Amdocs from time to
          time. Upon AT&T's request, Amdocs shall provide the social security
          number or other personal identification of each of its
          representatives, including Amdocs' employees and subcontractors'
          employees, who will need access to any AT&T system to perform Amdocs'
          obligations under this Agreement. All user identification numbers and
          passwords disclosed to Amdocs and any information obtained by Amdocs
          as a result of Amdocs' access to, and use of, AT&T's computer and
          electronic storage systems shall be deemed to be, and shall be treated
          as, Proprietary Information of AT&T pursuant to this Agreement. Amdocs
          shall cooperate with AT&T in the investigation of any apparent
          unauthorized access by Amdocs to AT&T's computer or electronic data
          storage systems or unauthorized release of Proprietary Information of
          AT&T by Amdocs or any Amdocs personnel.

6.4  SOFTWARE.

     (a)  FINANCIAL RESPONSIBILITY. Each Party shall be responsible for any
          third party fees or expenses on or after the Commencement Date
          associated with the provision of the Services described in this
          Agreement with respect to Software and related

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Third Party Contracts for which such Party is financially responsible
          under SCHEDULES E and E.1. Each Party also shall be responsible for
          any third party fees or expenses on or after the Commencement Date
          associated with new, substitute or replacement Software or related
          Third Party Contracts (including upgrades, enhancements, new versions
          or new releases of such Software) for which such Party is financially
          responsible under SCHEDULES E and E.1. With respect to Software
          licenses and related Third Party Contracts that are transferred to
          Amdocs by AT&T or for which Amdocs otherwise assumes financial
          responsibility under this Agreement, including those listed on
          SCHEDULES F.2 and F.3 AND F.3.B, Amdocs shall (i) pay all amounts
          becoming due under such licenses or related Agreements, and all
          related expenses (including any maintenance and/or support charges)
          relating to periods on or after the applicable Commencement Date; (ii)
          rebate to AT&T any prepayment of such amounts in accordance with
          SECTION 11.8(A); (iii) [**] on or after the applicable Commencement
          Date; and (iv) be responsible for curing any defaults in Amdocs'
          performance under such licenses or contracts on or after the
          applicable Commencement Date.

     (b)  OPERATIONAL RESPONSIBILITY. With respect to Software and related Third
          Party Contracts for which Amdocs is operationally responsible under
          SCHEDULES E and E.1, subject to the provisions of SECTION 18.2(F)
          Amdocs shall be responsible for (i) the evaluation, procurement,
          testing, installation, rollout, use, support, management,
          administration, operation and maintenance of such Software and related
          Third Party Contracts; (ii) the evaluation, procurement, testing,
          installation, rollout, use, support, management, administration,
          operation and maintenance of new, substitute or replacement Software
          and related Third Party Contracts (including upgrades, enhancements,
          new versions or new releases of such Software); (iii) the performance,
          availability, reliability, compatibility and interoperability of such
          Software, in accordance with this Agreement, including the Service
          Levels and Change Management; (iv) the compliance with and performance
          of all operational, administrative and contractual obligations
          specified in such licenses and contracts; (v) the administration and
          exercise as appropriate of all rights available under such licenses
          and agreements; and (vi) [**] under such Software Licenses [**] under
          this SECTION 6.4(B) (except to the extent that such failure [**]).

     (c)  RIGHTS UPON EXPIRATION/TERMINATION.

          (i)  Any Software licenses provided and/or purchased by AT&T for use
               by Amdocs Personnel shall remain the property of AT&T and be
               returned to

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               AT&T prior to the expiration of the Term or upon cancellation or
               termination of the relevant Order and/or this Agreement.

          (ii) With respect to all Amdocs' licensed Third Party Software and
               related Third Party Contracts (including maintenance and support
               agreements for Software), Amdocs shall use all commercially
               reasonable efforts to (i) obtain for AT&T, the Eligible
               Recipients and AT&T's designees (solely for such AT&T designees'
               use for AT&T and the Eligible Recipients and subject to
               reasonable confidentiality terms) the license, sublicense,
               assignment and other rights specified in SECTION 4.4(B)(3), (ii)
               ensure that [**], (iii) ensure that [**] to Amdocs, and at least
               sufficient for the [**] the Services, as well as the [**], and
               (iv) ensure that [**] of this Agreement [**]. If Amdocs is
               [**]Amdocs to [**] available for an [**] for the product to be
               obtained [**]. If AT&T unreasonably refuses to grant such
               approval in accordance with SECTION 21.8 of this Agreement and
               the foregoing with respect to any such Software or Third Party
               Contract that is required to provide the Services in light of
               changed requirements of AT&T or applicable Laws, and Amdocs is
               unable to identify any commercially available alternatives, then
               Amdocs shall not be held responsible for resulting failure to
               perform the Services in accordance with SECTION 10.2.

     (d)  EVALUATION OF THIRD PARTY SOFTWARE. In addition to its obligations
          under SECTION 6.4(A) and (B) and in order to facilitate AT&T's control
          of architecture, standards and plans pursuant to SECTION 9.4, Amdocs
          shall use all commercially reasonable efforts to evaluate on an annual
          basis a reasonable amount of Third Party Software selected by or for
          AT&T to determine whether such Software will adversely affect AT&T's
          operational environment and/or Amdocs' ability to provide the
          Services. Amdocs shall complete and report the results of such
          evaluation to AT&T promptly, taking into consideration any applicable
          pressing business need or emergency situation.

     (e)  [**]. With respect to all products and services procured by Amdocs
          [**] during the course of performing the Services, Amdocs shall use
          all commercially available efforts to [**] of such products and
          services (including [**]), except to the extent otherwise agreed by
          AT&T. If Amdocs is [**], it shall [**].

6.5  EQUIPMENT.

     (a)  AT&T PROVIDED EQUIPMENT. AT&T shall provide Amdocs (at no charge to
          Amdocs) with the use of the AT&T owned and leased Equipment identified
          on

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distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          SCHEDULE O.3 (collectively, the "AT&T PROVIDED EQUIPMENT") for the
          periods specified in such Schedule solely for and in connection with
          the provision of the Services. Notwithstanding the foregoing, except
          as provided in this SECTION 6.5(A) and SECTIONS 6.1(A), (B) and (E),
          Amdocs shall (i) be responsible for providing all Equipment required
          to perform the Services and all upgrades, improvements, replacements
          and additions thereto; and (ii) [**]. Upon the expiration of the
          period specified in SCHEDULE O.3 for each item of AT&T Provided
          Equipment (or when such AT&T Provided Equipment is no longer required
          by Amdocs for the performance of the Services), Amdocs shall promptly
          return such AT&T Provided Equipment to AT&T in substantially the same
          condition (as it may have been modified or improved by Amdocs with
          AT&T's approval) as when such AT&T Provided Equipment was first
          provided to Amdocs, subject to reasonable wear and tear. THE AT&T
          PROVIDED EQUIPMENT IS PROVIDED BY AT&T TO AMDOCS IN GOOD WORKING
          ORDER, [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, AT&T EXPRESSLY
          DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE AT&T
          PROVIDED EQUIPMENT, OR ITS CONDITION [**].

     (b)  EQUIPMENT TRANSFERRED TO AMDOCS. Notwithstanding anything to the
          contrary (including anything in SCHEDULE O.3 or otherwise), the
          Parties acknowledge and agree that the Equipment listed on SCHEDULE
          F.2.A is owned by Amdocs and is not AT&T Provided Equipment.

     (c)  FINANCIAL RESPONSIBILITY. Each Party shall be responsible for third
          party fees or expenses (including maintenance and/or support charges,
          if any) on or after the Commencement Date associated with Equipment,
          Equipment Leases and related Third Party Contracts for which such
          Party is financially responsible under SCHEDULES E, E.1, and F.3. Each
          Party also shall be responsible for any third party fees or expenses
          relating to periods on or after the Commencement Date associated with
          new, substitute or replacement Equipment, Equipment leases or related
          Third Party Contracts (including upgrades, enhancements or new
          releases of such Equipment) for which such Party is financially
          responsible under SCHEDULES E E.1, and F.3. With respect to Equipment,
          Equipment Leases and related Third Party Contracts that are
          transferred to Amdocs by AT&T or for which Amdocs otherwise assumes
          responsibility under this Agreement, including the Equipment Leases
          and Third Party Contracts listed on SCHEDULES F.1, F.2, and F.3
          Amdocs, shall (i) pay all amounts becoming due with respect to such
          Equipment, leases or agreements, and all related expenses (including
          pro rata maintenance and/or support fees, if any), for periods on or
          after the applicable Commencement Date; (ii) rebate to AT&T any
          prepayment of such amounts in accordance with SECTION 11.8(A); (iii)
          [**] after the applicable Commencement

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      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Date; and (iv) be responsible for curing any defaults in Amdocs'
          performance with respect to such Equipment, leases or agreements on or
          after the applicable Commencement Date.

     (d)  OPERATIONAL RESPONSIBILITY. With respect to Equipment, Equipment
          Leases and related Third Party Contracts for which Amdocs is
          operationally responsible under SCHEDULE E, subject to the provisions
          of SECTION 18.2(F), Amdocs shall be responsible for (i) the
          evaluation, procurement, testing, installation, rollout, use, support,
          management, administration, operation and maintenance of such
          Equipment, Equipment Leases and related Third Party Contracts; (ii)
          the evaluation, procurement, testing, installation, rollout, use,
          support, management, administration, operation and maintenance of new,
          substitute or replacement Equipment, Equipment Leases and related
          Third Party Contracts; (iii) the performance, availability,
          reliability, compatibility and interoperability of the Equipment and
          related Third Party Contracts, each in accordance with this Agreement,
          [**]; (iv) the compliance with and performance of all operational,
          administrative and contractual obligations with respect to such
          Equipment, leases and contracts, including nondisclosure obligations
          (to the extent under Amdocs' supervision or control); (v) the
          administration and exercise as appropriate of all rights available
          with respect to such Equipment or agreements; and (vi) the [**]
          obligations under this SECTION 6.5(D) [**].

     (e)  RIGHTS UPON EXPIRATION/TERMINATION. Any Equipment or memory upgrades
          provided and / or purchased by AT&T for use by Amdocs Personnel, shall
          remain the property of AT&T and be returned to AT&T prior to the
          expiration of the Term or upon cancellation or termination of the
          relevant Order and / or this Agreement. With respect to all [**] which
          is to be primarily used to provide the Services, Amdocs shall use all
          commercially reasonable efforts to (i) [**] in SECTION 4.4(B)(4), (ii)
          ensure that the [**], (iii) ensure that the [**], and (iv) ensure that
          [**] of this Agreement [**]. Except as specifically set forth in this
          Agreement, [**]. If Amdocs is [**] Amdocs [**]. AT&T shall [**]for the
          product to be obtained [**]. If AT&T [**] in accordance with SECTION
          21.8 of this Agreement [**], then Amdocs shall [**] in accordance with
          SECTION 10.2.

     (f)  EVALUATION OF THIRD PARTY EQUIPMENT. In addition to its obligations
          under SECTIONS 6.5(B) and (D) and in order to facilitate AT&T's
          control of architecture, standards and plans pursuant to SECTION 9.4,
          Amdocs shall use all commercially reasonable efforts to evaluate a
          reasonable number on annual basis of Equipment selected by or for AT&T
          to determine whether such Equipment will adversely affect AT&T's
          operational environment and/or Amdocs' ability to provide the
          Services. Amdocs shall complete and report the results of such
          evaluation to

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          AT&T promptly, taking into consideration any applicable pressing
          business need or emergency situation.

     (g)  [**]. With respect to all products and services procured by Amdocs
          [**] during the course of performing the Services, Amdocs shall use
          all commercially reasonable efforts to [**] such products and services
          [**] except to the extent otherwise agreed by AT&T. If Amdocs is [**],
          it shall [**]. If AT&T [**] of this Agreement with respect to [**]
          Services and Amdocs is unable to identify any commercially available
          alternatives, then Amdocs shall [**].

6.6  THIRD PARTY CONTRACTS.

     (a)  FINANCIAL RESPONSIBILITY. In addition to the Third Party Contracts
          identified in SECTIONS 6.3(A) and 6.5 and SCHEDULE E, Amdocs shall be
          responsible for any third party fees or expenses on or after the
          Commencement Date associated with Third Party Contracts (excluding
          Third Party Contracts administered by Amdocs on a pass through basis,
          which are addressed in SECTION 11.2) used by Amdocs to provide the
          Services. Each Party also shall be responsible for any third party
          fees or expenses (including maintenance and/or support charges) on or
          after the Commencement Date associated with new, substitute or
          replacement Third Party Contracts for which such Party is financially
          responsible under SCHEDULES E and E.1. With respect to Third Party
          Contracts that are transferred to Amdocs by AT&T or for which Amdocs
          otherwise assumes financial responsibility under this Agreement,
          including those listed on SCHEDULES F.3 and F.3,B, Amdocs shall (i)
          pay all amounts becoming due under such licenses or related
          Agreements, and all related expenses, for periods on or after the
          applicable Commencement Date; (ii) rebate to AT&T any prepayment of
          such amounts in accordance with SECTION 11.8(A); (iii) [**] after the
          applicable Commencement Date; and (iv) be responsible for curing any
          defaults in Amdocs' performance under such contracts on or after the
          applicable Commencement Date.

     (b)  OPERATIONAL RESPONSIBILITY. With respect to the Third Party Contracts
          identified in SECTION 6.6(A) (excluding Third Party Contracts
          administered by Amdocs on a pass-through basis, which are addressed in
          SECTION 11.2), and the services and products provided thereunder,
          subject to the provisions of SECTION 18.2(F), Amdocs shall, unless the
          Parties have otherwise agreed in SCHEDULE E, be responsible for (i)
          the evaluation, procurement, use, support, management, administration,
          operation and maintenance of such Third Party Contracts and any new,
          substitute or replacement Third Party Contracts; (ii) the performance,
          availability, reliability, compatibility and interoperability of such
          Third Party Contracts and the services and products provided
          thereunder; (iii) the compliance

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          with and performance of any operational, administrative or contractual
          obligations imposed on AT&T or Amdocs under such Third Party
          Contracts, including nondisclosure obligations (to the extent under
          Amdocs' supervision or control); (iv) the administration and exercise
          as appropriate of all rights available under such Third Party
          Contracts; and (v) [**] obligations under this SECTION 6.6.

     (c)  RIGHTS UPON EXPIRATION/TERMINATION. With respect to [**] to be used to
          provide the Services, Amdocs shall use all commercially reasonable
          efforts to (i) [**] the rights specified in SECTION 4.4(B)(6), (ii)
          ensure that the granting of such rights is [**], (iii) ensure that the
          [**] to Amdocs and [**], and (iv) ensure that [**] by Amdocs prior to
          the date [**]. If Amdocs is [**] Amdocs to provide [**]. AT&T shall
          [**] for the product to be obtained [**].

     (d)  TELECOMMUNICATION/IP SERVICES. To the extent Amdocs uses
          telecommunication services or IP-based services (e.g., IP bandwidth)
          in connection with the provision of the Services or the performance of
          the other obligations under this Agreement [**].

     (e)  [**]. With respect to all [**] services procured by Amdocs [**] during
          the course of performing the Services, Amdocs shall use all
          commercially reasonable efforts to [**] except to the extent otherwise
          agreed by AT&T. If Amdocs is [**]. If AT&T [**] with respect to [**],
          then Amdocs shall [**].

6.7  ASSIGNMENT OF LICENSES, LEASES AND RELATED AGREEMENTS.

     (a)  ASSIGNMENT AND ASSUMPTION. On and as of the Commencement Date, AT&T
          shall assign to Amdocs, and Amdocs shall assume and agree to perform
          all obligations related to, the Software licenses, Equipment Leases
          and Third Party Contracts for which Amdocs is financially responsible
          under SECTIONS 6.3(A) , 6.5 and 6.6 and SCHEDULES E and E.1, including
          those listed on SCHEDULES F.2, F.3, F.3.B, F.4 and F.4.B. AT&T and
          Amdocs shall execute and deliver a mutually satisfactory assignment
          and assumption agreement with respect to such leases, licenses and
          agreements, evidencing the assignment and assumption provided for
          herein. AT&T represents and warrants that (i) it is not in default
          under such licenses, leases and Third Party Contracts, (ii) all
          payments thereunder through the date of assignment are current, (iii)
          no payments or charges (including deferred payments) shall be payable
          by Amdocs to AT&T (or such third party contractor) for benefits or
          services received by AT&T under such licenses, leases and Third Party
          Contracts prior to the date of assignment, and (iv) it is not aware of
          any defaults with respect to such licenses, leases and Third Party
          Contracts.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     (b)  ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE. With respect to any such
          Software licenses, Equipment Leases or Third Party Contracts that can
          not, as of the Commencement Date, be assigned to Amdocs without
          breaching their terms or otherwise adversely affecting the rights or
          obligations of AT&T or Amdocs thereunder, the performance obligations
          shall be deemed to be subcontracted or delegated to Amdocs (but only
          to the extent not prohibited under the terms and conditions of such
          Third Party Contract) until any requisite consent, notice or other
          prerequisite to assignment can be obtained, given or satisfied by
          Amdocs. It is understood that, from and after the Commencement Date,
          Amdocs, as a subcontractor or delegatee, shall be financially and
          operationally responsible for such Software license, Equipment Lease
          or Third Party Contract as AT&T's agent pursuant to SECTION 9.10(A).
          Amdocs shall use reasonable commercial efforts to satisfy the consent,
          notice or other prerequisites to assignment and, upon Amdocs doing so,
          the Software license, Equipment Lease or Third Party Contract shall
          immediately be assigned and transferred to and assumed by Amdocs.

     (c)  NON-ASSIGNABLE ITEMS. If, after Amdocs using all commercially
          reasonable efforts for a reasonable period of time, a license, lease
          or agreement still cannot be assigned without breaching its terms or
          otherwise adversely affecting the rights or obligations of AT&T or
          Amdocs thereunder, the Parties shall take such actions and execute and
          deliver such documents as may be necessary to cause the Parties to
          realize the practical effects of the allocation of responsibilities
          intended to be effected by this Agreement.

     (d)  MODIFICATION AND SUBSTITUTION. Except as otherwise provided in this
          Agreement, Amdocs may terminate, shorten or extend the Software
          licenses, Equipment Leases and Third Party Contracts for which Amdocs
          is financially responsible under SCHEDULES E, E.1, and E.2 of this
          Agreement and may substitute or change suppliers relating to goods or
          services covered thereby; provided that, except as otherwise [**]
          under such Software licenses, Equipment Leases or Third Party
          Contracts, (ii) shall [**]; and (iii) shall [**] the Services.
          Notwithstanding anything to the contrary herein, Amdocs shall [**],
          provided that [**].

     (e)  CORPORATE LEVEL AGREEMENTS. Notwithstanding anything to the contrary
          in this Agreement, the Parties agree that with respect to Corporate
          Level Agreements the following provisions will apply:

          (i)  AT&T shall assume primary responsibility for all financial and
               administrative activities necessary to ensure for the duration of
               the Term that (x) Amdocs will be entitled to exercise rights held
               as of the

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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               Commencement Date under the Corporate Level Agreements solely to
               the extent necessary for Amdocs to perform the Services and (y)
               Amdocs' rights available under Corporate Level Agreements
               necessary for Amdocs to perform the Services will not be reduced
               or limited, and will not be modified in a manner such that Amdocs
               incurs increased costs in the exercise of such rights;

          (ii) The financial responsibility for AT&T obtaining additional rights
               under Corporate Level Agreements for Amdocs that were not
               required or held by AT&T and/or its Affiliates prior to the
               Commencement Date pursuant to this SECTION 6.7(E) shall be
               allocated between the Parties pursuant to SECTION 5.2; and

          (iii) AT&T may amend or extend any Corporate Level Agreement or
               substitute another agreement for a Corporate Level Agreement, in
               each case at AT&T's sole discretion; except as provided in clause
               (ii) above, AT&T shall have financial responsibility for any such
               amended, extended, or substituted Corporate Level Agreement.

6.8  LICENSE TO AT&T OWNED SOFTWARE AND THIRD PARTY SOFTWARE.

     (a)  LICENSE TO AT&T OWNED SOFTWARE. As of the Commencement Date, AT&T
          hereby grants Amdocs and, to the extent necessary for Amdocs to
          provide the Services, to Amdocs Affiliates or Subcontractors
          designated by Amdocs that sign a written agreement with Amdocs to be
          bound by all of the terms contained herein applicable to such Software
          (such agreement shall include the terms specified in this Section as
          well as those pertaining to the ownership of such Software and any
          derivative materials developed by the Parties, the scope and term of
          the license, the restrictions on the use of such Software, the
          obligations of confidentiality, etc.) a non-exclusive,
          non-transferable, royalty-free right and license during the term of
          this Agreement to access, use, operate, copy and store the AT&T Owned
          Software for the express and sole purpose of providing the Services.
          Except as is required for Amdocs to perform the Services in relation
          to the AT&T-Owned Software, Amdocs shall have no right to use the
          source code to such AT&T Owned Software unless and to the extent
          approved in advance by AT&T. AT&T Owned Software shall remain the sole
          and exclusive property of AT&T. Amdocs and its Subcontractors shall
          not (i) use any AT&T Owned Software for the benefit of any person or
          Entity other than AT&T or the Eligible Recipients, (ii) except as is
          required for Amdocs to perform the Services in relation to the
          AT&T-Owned Software, separate or uncouple any portions of the AT&T
          Owned Software, in whole or in part, from any other portions thereof,
          or (iii) except as is required for

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          Amdocs to perform the Services in relation to the AT&T-Owned Software,
          reverse assemble, reverse engineer, translate, disassemble, decompile
          or otherwise attempt to create or discover any source or human
          readable code, underlying algorithms, ideas, file formats or
          programming interfaces of the AT&T Owned Software by any means
          whatsoever, without the prior approval of AT&T, which may be withheld
          at AT&T's sole discretion. Except as otherwise requested or approved
          by AT&T, Amdocs and its Subcontractors shall cease all use of AT&T
          Owned Software upon the expiration or termination of this Agreement
          and the completion of any Termination Assistance Services requested by
          AT&T pursuant to SECTION 4.4(B)(6) and shall certify such cessation to
          AT&T in a notice signed by an officer of Amdocs and each applicable
          Subcontractor. THE AT&T OWNED SOFTWARE IS PROVIDED BY AT&T TO AMDOCS
          IN GOOD WORKING ORDER, [**] FOR USE BY AMDOCS TO PROVIDE THE SERVICES.

     (b)  LICENSE TO THIRD PARTY SOFTWARE. Subject to [**], AT&T hereby grants
          to Amdocs, for the sole purpose of performing the Services and solely
          to the extent of AT&T's underlying rights, the same rights of access
          and use as AT&T possesses under the applicable software licenses with
          respect to AT&T licensed Third Party Software. AT&T also shall grant
          such rights to Affiliates and Subcontractors designated by Amdocs if
          and to the extent necessary for Amdocs to provide the Services;
          provided that, [**]. Amdocs and its Subcontractors shall comply with
          the duties, including use restrictions and those of nondisclosure,
          imposed on AT&T by such licenses. In addition, [**] all of the terms
          contained herein [**] shall include the terms specified in this
          Section as well as those pertaining to the ownership of such Software
          [**]. Except as otherwise requested or approved by AT&T (or the
          relevant licensor), Amdocs and its Subcontractors shall cease all use
          of such Third Party Software upon the expiration or termination of
          this Agreement and the completion of any Termination Assistance
          Services requested by AT&T pursuant to SECTION 4.4(B)(6). THE AT&T
          LICENSED THIRD PARTY SOFTWARE IS PROVIDED BY AT&T TO AMDOCS IN GOOD
          WORKING ORDER[**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, AT&T
          EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
          IMPLIED, AS TO SUCH AT&T LICENSED THIRD PARTY SOFTWARE, OR THE
          CONDITION OR SUITABILITY OF SUCH SOFTWARE [**].

6.9  LICENSE TO AMDOCS OWNED MATERIALS AND THIRD PARTY SOFTWARE.

     (a)  LICENSE. Amdocs hereby grants to AT&T and the Eligible Recipients
          (subject to SECTION 14.5(C)), at no additional Charge, an irrevocable
          (but terminable in

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                          except by written agreement.


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          accordance with the terms of this Agreement), non-exclusive,
          non-transferable (except as otherwise provided in this Agreement),
          fully paid up, royalty-free, worldwide right and license to permit
          AT&T, the Eligible Recipients and any AT&T Third Party Contractor(s)
          (that have entered into a non-disclosure agreement with Amdocs
          (substantially similar to EXHIBIT 6) and that are not Direct Amdocs
          Competitors, unless otherwise provided in SECTION 6.9(B)) to Utilize
          the Amdocs Owned Materials and, [**], the Third Party Software as to
          which Amdocs holds the license or for which Amdocs is financially
          responsible under this Agreement (including related documentation,
          methodology and tools) to the extent necessary to enjoy the rights and
          receive the full benefit of this Agreement, including the Services and
          Materials provided or offered hereunder to AT&T and the Eligible
          Recipients during the term of this Agreement and any Termination
          Assistance Services period but only in connection with the conduct of
          AT&T's or the Eligible Recipients' business in the United States and
          for customers and Affiliates based in the United States.

     (b)  SPECIAL CIRCUMSTANCES. Notwithstanding anything to the contrary, [**]
          as licensed to AT&T or any Eligible Recipient (and other Proprietary
          Information related thereto) if:

               (i) Amdocs provides written consent, or

               (ii) [**] is being engaged (A) [**] by Amdocs that has a [**], or
               (B) as a result of Amdocs' refusal to provide a Service Revision
               proposal in accordance with this Agreement or a commercially
               reasonable estimate for the level of effort associated with a
               Chargeable Enhancement (either (A) or (B), if there are no
               reasonably available [**] known to AT&T that do not (and are not
               likely to) have a direct or indirect adverse impact (e.g., a
               significant additional cost, delay, or delivery or operational
               risk), a "SPECIAL CIRCUMSTANCE"). For the avoidance of doubt, the
               Parties agree that Special Circumstances shall not be deemed to
               exist if Amdocs makes available to AT&T for [**]. AT&T shall
               notify Amdocs when it believes Special Circumstances exist [**].
               In the event Amdocs reasonably disputes the existence of such
               Special Circumstance(s), Amdocs will so notify AT&T, [**]: (1)
               Amdocs' written consent; (2) dispute resolution pursuant to this
               Agreement; or (3) a decision from a competent authority pursuant
               to this Agreement.

          Subject to the other provisions of this Agreement, AT&T shall assume
          full responsibility [**] and take all reasonable measures to ensure
          that the Proprietary Information is not disclosed or used in
          contravention of this Agreement. The foregoing includes (A) using all
          commercially reasonable efforts to [**] to

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      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

          execute EXHIBIT 6 with Amdocs and, [**] written nondisclosure
          requirements with AT&T (or the applicable Eligible Recipient) (for the
          benefit of Amdocs) reasonably consistent with the confidentiality and
          proprietary rights provisions of this Agreement and which at a minimum
          provide that (w) [**] provide services for AT&T or an applicable
          Eligible Recipient, (x) [**] with respect to AT&T and the Eligible
          Recipients, (y) at the conclusion of its performance of such services
          [**], and (z) the [**] to audit [**] compliance with the foregoing,
          which audit AT&T shall conduct (or have conducted) upon Amdocs'
          reasonable request, and (B) with respect to [**]. AT&T shall provide
          the relevant portions of such agreement between AT&T and the [**].
          [**].

          Amdocs' [**] and provided further that Amdocs may, in its sole
          discretion with respect to such consent, [**].

6.10 NOTICE OF DEFAULTS.

     AT&T and Amdocs shall promptly inform the other Party in writing of any
     material breach of, or misuse or fraud in connection with, any Third Party
     Contract, Equipment Lease or Third Party Software license used in
     connection with the Services of which it becomes aware and shall cooperate
     with the other Party to prevent or stay any such breach, misuse or fraud.

6.11 AT&T DISCOVERED AGREEMENTS.

     If at any time after the Commencement Date, [**] should have been [**],
     then AT&T shall have [**] for all purposes of this Agreement effective from
     and after the Commencement Date, provided that Amdocs shall [**] under this
     SECTION 6.11 [**], for each Contract Year, [**] for such Contract Year.
     [**] for a Contract Year [**] for such Contract Year, Amdocs shall [**] for
     periods beginning on the Commencement Date).

     As requested by AT&T, the Parties agree [**] in connection with New
     Services or the addition of a Potential Eligible Recipient.

7.   SERVICE LEVELS

7.1  GENERAL.

     Amdocs shall perform the Services at (i) the levels of accuracy, quality,
     completeness, timeliness, responsiveness and productivity that meet high
     standards of the directory publishing software and software service
     industries or (ii) if higher, the documented or

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

     otherwise verifiable levels of accuracy, quality, completeness, timeliness,
     responsiveness and productivity received by AT&T or the Eligible Recipients
     prior to the Commencement Date.

7.2  RESERVED.

7.3  COMPLIANCE WITH SERVICE LEVELS.

     (a)  ULTIMATE AMDOCS RESPONSIBILITY. Amdocs shall be responsible for
          meeting or exceeding the applicable Service Levels (even where doing
          so is dependent on the provision of Services by its Subcontractors),
          except as otherwise provided in SECTIONS 9.14, 10.2, or SECTION 19 of
          SCHEDULE G.

     (b)  SERVICE LEVEL [**]. Amdocs recognizes that AT&T is paying Amdocs [**],
          then Amdocs shall [**] specified in SCHEDULE G ("SERVICE LEVELS" and
          "[**]") in [**]. However, if AT&T [**], Amdocs shall [**] giving rise
          to such recovery.

7.4  PROBLEM ANALYSIS.

     If Amdocs fails to provide Services in accordance with the Service Levels
     and this Agreement, Amdocs shall (after restoring service or otherwise
     resolving any immediate problem): (i) promptly investigate and report on
     the causes of the problem; (ii) provide a Root Cause Analysis of such
     failure as soon as practicable after such failure or AT&T's request; (iii)
     use all commercially reasonable efforts to implement remedial action and
     begin meeting the Service Levels as soon as practicable; (iv) advise AT&T
     of the status of remedial efforts being undertaken with respect to such
     problem; and (v) demonstrate to AT&T's reasonable satisfaction that the
     causes of such problem have been or will be corrected on a permanent basis.
     Amdocs shall use [**]; provided that, [**], Amdocs shall [**] and shall
     notify AT&T [**]. [**]. Amdocs shall [**].

7.5  MEASUREMENT AND MONITORING.

     Amdocs shall implement measurement and monitoring tools and metrics as well
     as standard reporting procedures, all as set forth in SCHEDULE G or
     otherwise acceptable to AT&T, to measure and report Amdocs' performance of
     the Services against the applicable Service Levels. AT&T [**] shall have
     [**]. Amdocs shall [**]. Amdocs also shall [**] by Amdocs [**] with their
     use.

7.6  [**].

     (a)  [**]. Amdocs shall engage independent third parties (such third
          parties to be approved in advance and in writing by AT&T) to [**].
          Amdocs shall be

                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.


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                                                           Contract No. 02026409
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          [**]pursuant to this SECTION 7.6. For avoidance of doubt, the scope of
          such [**] the AT&T Real Yellow Pages.

     (b)  [**]. [**], AT&T may [**] by AT&T. [**], Amdocs shall [**].

     (c)  [**]. [**] pursuant to SECTION 7.6 [**], Amdocs shall [**]. AT&T and
          Amdocs shall [**]; provided, that the [**]. Amdocs' [**] Amdocs and
          the [**] shall be completed. Following [**], Amdocs will [**].

7.7  NOTICE OF DEFAULT.

     If Amdocs [**] under this Agreement or any other [**], or (ii) that has
     [**] Amdocs shall [**] and Amdocs and AT&T shall [**].

8.   PERSONNEL.

     SECTIONS 8.1 and 8.2 apply to the applicable [**] prior to the FARA
     Effective Date. After the FARA Effective Date, other AT&T Personnel [**],
     pursuant to SCHEDULE M.B.

8.1  ORIGINAL TRANSITIONED PERSONNEL.

     (a)  [**].

          (i)  [**]. [**] after the Effective Date, Amdocs shall [**]. Included
               with [**]. Amdocs shall [**]. Amdocs [**] In no event shall [**]

          (ii) [**] Amdocs shall [**] hereunder.

          (iii) [**], Amdocs shall [**] hereunder.

          (iv) [**], Amdocs shall [**] hereunder.

          (v)  [**]. Amdocs shall [**] in connection with this Agreement, [**].

          (vi) [**], Amdocs shall [**] hereunder.

     (b)  ADDITIONAL TRANSITIONED EMPLOYEES. [**] following the Commencement
          Date, [**] shall be as set forth in this ARTICLE 8, [**] as
          Transitioned Employees [**].

     (c)  [**] TRANSITIONED EMPLOYEES. [**] following the Commencement Date,
          [**] one or more Transitioned Employees [**]. Amdocs shall [**] any
          such Transitioned Employee. AT&T shall [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     (d)  [**]. Amdocs shall [**] Transitioned Employee [**] Amdocs shall [**]
          the Transitioned Employees, [**] the Commencement Date, [**] the
          Commencement Date [**] Transitioned Employees [**] the Commencement
          Date, [**], provided, however, that Amdocs shall [**]. There shall be
          [**] the Commencement Date. For purposes of this provision, [**] the
          Transitioned Employee's [**]. Amdocs may, [**] with Amdocs. [**]
          Transitioned Employee [**], Amdocs may consider such Transitioned
          Employee [**] Transitioned Employee. If a Transitioned Employee's [**]
          by Amdocs [**] with Amdocs, Amdocs shall [**] Transitioned Employee
          [**] on the Effective Date[**]the Transitioned Employee [**] on the
          date [**]. For the purposes of the foregoing, [**] Transitioned
          Employees [**] to the Commencement Date, but Amdocs shall [**],
          provided, however, that Amdocs shall [**].

     (e)  [**]. This Agreement is not intended to [**]. Amdocs will [**].

     (f)  [**]. To the extent [**] Amdocs, Amdocs shall [**] with this ARTICLE
          8.

     (g)  [**]. [**], Amdocs shall have [**] the Commencement Date, [**]
          applicable contractor.

8.2  ORIGINAL EMPLOYEE BENEFIT PLANS.

     (a)  GENERAL. Except as otherwise provided in this ARTICLE 8, Amdocs shall
          [**]that are made [**]. Amdocs has [**]. During the term of this
          Agreement and any extensions thereof, [**] shall be[**], except as
          provided below.

     (b)  [**]. Except as otherwise provided in this ARTICLE 8, the [**], shall
          be [**], as applicable.

     (c)  [**]. Subject to the [**] will be determined by Amdocs; provided,
          however, that [**] in accordance with SECTION 8.2(A), and ([**].

     (d)  [**]. Amdocs will [**]. Amdocs will [**] the Commencement Date.

     (e)  [**]. AT&T will [**] in accordance with the [**]. With respect to all
          [**] as follows:

          (i)  AT&T [**] the Commencement Date, [**] Transitioned Employee [**].

          (ii) Amdocs will [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          (iii) Amdocs will [**] in accordance with SECTION 8.2(E)(VI) [**].
               Amdocs shall [**].

          (iv) Amdocs will [**] in accordance with SECTION 8.2(E)(VI) [**].
               Amdocs shall [**].

          (v)  Amdocs will [**] in accordance with SECTION 8.2(E)(VI) [**].
               Amdocs shall [**] by Amdocs.

          (vi) [**] SECTION 8.2(E)(III) and SECTION 8.2(E)(IV) shall [**]
               described in SECTION 8.2(E)(I), [**]. [**] SECTION 8.2(E)(V)
               shall [**] described in SECTION 8.2(E)(I) above, [**].

     (f)  [**]. [**]. During the term of this Agreement, Amdocs shall [**].
          Amdocs shall [**] in accordance with SECTION 8.2(A).

     (g)  [**]. [**] provided by Amdocs [**].

     (h)  [**]. [**] Amdocs [**] as set [**]. AT&T shall [**], Amdocs shall
          [**].

     (i)  [**]. [**] Amdocs [**].

     (j)  [**]. Subject to the provisions of SECTION 8.1(A), [**] shall be [**]
          Amdocs [**] in accordance with SECTION 8.2(A) [**], Amdocs shall [**]
          would have [**] shall be [**]. For the purposes of the foregoing, [**]
          the Commencement Date, [**], provided, however, that Amdocs shall
          [**].

     (k)  [**]. [**].

     (l)  [**].

          (i)  [**]. [**] as provided in the applicable [**].

          (ii) [**]. Amdocs shall [**] for this purpose in accordance with
               SECTION 8.2(A).

     (m)  [**]. AT&T will [**].

     (n)  [**]. Amdocs shall [**].

8.3  OTHER EMPLOYEE MATTERS.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     As of the Employment Effective Date, the Transitioned Employees shall be
     employees of Amdocs for all purposes. Amdocs shall be responsible [**] for
     paying any compensation and remitting any income, disability, withholding
     and other employment taxes for such Transitioned Employees beginning on the
     Employment Effective Date. Unless otherwise agreed, AT&T shall be
     responsible for (i) funding and distributing benefits under the AT&T
     benefit plans in which Transitioned Employees participated prior to the
     Employment Effective Date, (ii) for paying any compensation and remitting
     any income, disability, withholding and other employment taxes for such
     Transitioned Employees and (iii) any other employment-related claim not
     arising out of the transactions contemplated by this Agreement for the
     period prior to the Employment Effective Date of such Transitioned
     Employee. Subject to Transitioned Employee consent where required, and
     subject to applicable Law, AT&T shall provide Amdocs with such information
     in AT&T's possession reasonably requested by Amdocs in order to fulfill its
     obligations under this ARTICLE 8.

8.4  KEY AMDOCS PERSONNEL AND CRITICAL SUPPORT PERSONNEL.

     (a)  [**] KEY AMDOCS PERSONNEL.

          (i)  [**] Key Amdocs Personnel [**].

          (ii) Amdocs shall [**]. Amdocs shall [**], shall provide [**], and
               shall provide [**] as may be [**]. [**]. If the Parties [**].

          (iii) AT&T may [**] under this Agreement [**]. The Parties intend to
               review the foregoing no less than annually with respect to Amdocs
               Personnel that perform Legacy Services for BAPCO.

     (b)  [**] KEY AMDOCS PERSONNEL. Amdocs shall [**] under this Agreement. In
          the event [**], Amdocs shall [**]. Amdocs shall [**] in accordance
          with SECTION 8.4(A)(II), and [**] under this Agreement. [**].

     (c)  [**] PERSONNEL. Amdocs shall [**] under this Agreement. In the event
          [**], Amdocs shall [**].

     (d)  [**]. Amdocs will [**].

8.5  [**].

     [**] (as described in SECTION 8.4(B)) [**].

8.6  [**] KEY AMDOCS PERSONNEL.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     [**] Amdocs Personnel [**] the extent to which Amdocs has [**] under this
     Agreement. AT&T shall [**] identified above [**].

8.7  AMDOCS PERSONNEL ARE NOT AT&T EMPLOYEES.

     Except as otherwise expressly set forth in this Agreement, the Parties
     intend to create an independent contractor relationship and nothing in this
     Agreement shall operate or be construed as making AT&T or Amdocs partners,
     joint venturers, principals, joint employers, co-employers, agents or
     employees of or with the other. No officer, director, employee, agent,
     Affiliate, contractor or subcontractor retained by Amdocs to perform work
     on AT&T's behalf hereunder shall be deemed to be an officer, director,
     employee, agent, Affiliate, contractor or subcontractor of AT&T for any
     purpose. Amdocs, not AT&T, has the right, power, authority and duty to
     supervise and direct the activities of the Amdocs Personnel and to
     compensate such Amdocs Personnel for any work performed by them on AT&T's
     behalf pursuant to this Agreement. Amdocs shall be responsible and
     therefore solely liable for all acts and omissions of Amdocs Personnel.

8.8  REPLACEMENT, QUALIFICATIONS, AND RETENTION OF AMDOCS PERSONNEL.

     (a)  SUFFICIENCY AND SUITABILITY OF PERSONNEL. Amdocs shall assign (or
          cause to be assigned) sufficient Amdocs Personnel to provide the
          Services in accordance with this Agreement and such Amdocs Personnel
          shall possess suitable competence, ability and qualifications and
          shall be properly educated and trained for the Services they are to
          perform.

     (b)  REQUESTED REPLACEMENT. In the event that AT&T determines that the
          continued assignment to AT&T of any Amdocs Personnel (including Key
          Amdocs Personnel) is not in the best interests of AT&T, then AT&T
          shall give Amdocs' Human Resources Director written notice to that
          effect requesting that such Amdocs Personnel be replaced. Promptly
          after Amdocs' receipt of such a request by AT&T, the Parties will
          discuss in good faith appropriate corrective measures designed to
          address AT&T's concerns (such agreement not to be unreasonably
          withheld by either Party), which shall commence [**] after the Parties
          begin to discuss corrective measures. If: (i) [**] after the
          commencement of agreed-upon corrective measures, the Parties are
          unable to agree that the corrective measurements have resolved the
          problem; or (ii) at any time, AT&T reasonably believes such Amdocs
          Personnel will create legal liability to AT&T or an Eligible
          Recipient, then Amdocs shall, upon AT&T's request, replace (or cause
          to be replaced) as promptly as possible such Amdocs Personnel with an
          individual of suitable ability and qualifications, without cost to
          AT&T. Nothing in this

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          provision shall operate or be construed to limit Amdocs'
          responsibility for the acts or omission of the Amdocs Personnel.

     (c)  [**].

          (i)  Amdocs agrees that [**] Amdocs Personnel [**] during the term of
               the Agreement will [**] of Services provided to AT&T and the
               Eligible Recipients. Amdocs will keep [**] possible.

          (ii) Without limiting AT&T's rights or remedies or Amdocs' obligations
               under this Agreement, if Amdocs [**] as determined below, Amdocs
               shall [**] as shown in the table below:

<TABLE>
<CAPTION>
    [**]
- -----------
[**]   [**]
- ----   ---
<S>    <C>
[**]   [**]
[**]   [**]
</TABLE>

               The foregoing [**] does not [**] under this Agreement or that the
               [**].

          (iii) Amdocs shall [**] following the FARA Effective Date to AT&T. For
               purposes of [**], (i) Amdocs shall [**]after the FARA Effective
               Date and [**] thereafter, (ii) [**] permitted under this
               Agreement and [**] to AT&T shall be [**] the [**], and (iii)
               [**].

     (d)  [**]. Amdocs shall comply with the requirements of EXHIBIT 9A and
          EXHIBIT 9B.

     (e)  [**] ON PERFORMING SERVICES [**]. [**] performing Services on a [**].

     (f)  [**] EMPLOYEES. [**] to provide Services [**].

     (g)  CONFIDENTIALITY AND INVENTION AGREEMENT.

          (i)  Prior to any Amdocs Personnel accessing any AT&T Owned Software
               or Third Party Software provided by AT&T to Amdocs, said Amdocs
               Personnel shall execute a copy of the Confidentiality and
               Invention ("C&IA") Agreement, attached hereto as EXHIBIT 7.

          (ii) For existing Amdocs Personnel, Amdocs will require any such
               Amdocs Personnel to execute the C&IA and send via fax or scanned
               copy to AT&T's IT Directory Solutions Support Manager as soon as
               possible.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          (iii) For any Amdocs Personnel subsequently assigned to perform
               Services on AT&T's behalf, prior to said Amdocs Personnel having
               access to any such Software, including without limitation logging
               onto AT&T's network, Amdocs will be required to ensure AT&T
               receives an executed C&IA from each such Amdocs Personnel. Amdocs
               shall send the C&IA via fax or scanned copy to AT&T's IT
               Directory Solutions Support Manager for receipt prior to such
               access.

          (iv) The address for AT&T's IT Directory Solutions Support Manger is:

                    AT&T IT Directory Solutions Support Manager
                    100 E. Big Beaver
                    Troy MI  48083
                    Telephone Number: 248-524-7521
                    Fax number: 248-740-6977

     (h)  ELECTRONIC PRIVACY POLICY. Amdocs Personnel shall abide by the
          following policy AT&T has established for all electronic information
          systems:

          (i)  AT&T electronic and computer resources are provided for the
               transaction of company business. The policy of AT&T with respect
               to information in electronic media (including but not limited to
               programs, databases, files, e-mail records) is no different from
               the policy concerning paper records. While AT&T at all times
               retains the right to inspect, record and/or remove all
               information made or kept by employees utilizing company
               resources, such inspection, recording, or removing takes place
               only on the basis of company need. Need includes but is not
               limited to management's determination that reasonable cause
               exists for belief that laws, AT&T policies or management
               directives have been, are being, or may be broken or violated.

          (ii) Protection of AT&T systems/networks: Amdocs Personnel shall
               follow all AT&T policies including AT&T privacy policy. Amdocs
               shall provide AT&T with such assistance as AT&T may reasonably
               require in fulfilling its responsibilities under the respective
               applicable Privacy Laws.

8.9  TRAINING/CAREER OPPORTUNITIES.

     Amdocs shall [**].

8.10 CONDUCT OF AMDOCS PERSONNEL.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     (a)  CONDUCT AND COMPLIANCE. While at AT&T Sites, Amdocs Personnel shall
          (i) comply with the AT&T Rules and other rules and regulations
          regarding personal and professional conduct generally applicable to
          personnel at such AT&T Sites (and communicated orally or in writing to
          Amdocs or Amdocs Personnel or made available to Amdocs or Amdocs
          Personnel by conspicuous posting at an AT&T Site, electronic posting
          or other means generally used by AT&T to disseminate such information
          to its employees or contractors), (ii) comply with reasonable requests
          of AT&T personnel pertaining to personal and professional conduct, and
          (iii) otherwise conduct themselves in a businesslike manner.

     (b)  IDENTIFICATION OF AMDOCS PERSONNEL. All Amdocs Personnel shall clearly
          identify themselves as Amdocs Personnel and not as employees of AT&T.
          This shall include any and all communications, whether oral, written
          or electronic. Each Amdocs Personnel shall wear a badge indicating
          that he or she is not an employee of AT&T.

     (c)  RESTRICTION ON MARKETING ACTIVITY. Except for marketing
          representatives agreed to by Amdocs and AT&T, none of the Amdocs
          Personnel shall conduct any marketing activities at AT&T, other than,
          subject to SECTION 13.3, reporting potential marketing opportunities
          to Amdocs' designated marketing representatives.

8.11 SUBSTANCE ABUSE.

     Amdocs shall immediately remove (or cause to be removed) any Amdocs
     Personnel who is known to be or reasonably suspected of engaging in
     substance abuse while on an AT&T Site, in an AT&T vehicle or while
     performing Services. In the case of reasonable suspicion, such removal
     shall be pending completion of the applicable investigation. Substance
     abuse includes the sale, attempted sale, possession or use of illegal
     drugs, drug paraphernalia, or, to the extent not permitted on AT&T Sites,
     alcohol, or the misuse of prescription or non-prescription drugs. Amdocs
     represents and warrants that it has and will maintain a substance abuse
     policy and that such policy will be applicable to all Amdocs Personnel
     performing Services under this Agreement. Amdocs represents and warrants
     that it shall require its Subcontractors and Affiliates providing Services
     to have and maintain such policy and practices and to adhere to this
     provision.

8.12 UNION AGREEMENTS AND WARN ACT.

     (a)  NOTICE BY AMDOCS. Amdocs shall provide AT&T not less than ninety (90)
          days notice of the expiration of any collective bargaining agreement
          with unionized Amdocs Personnel if the expiration of such agreement or
          any resulting labor

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          dispute could potentially interfere with or disrupt the business or
          operations of AT&T or an Eligible Recipient or impact Amdocs' ability
          to timely perform its duties and obligations under this Agreement.

     (b)  WARN ACT COMMITMENT. Amdocs shall not cause any of the Transitioned
          Employees to suffer "employment loss" as that term is construed under
          the WARN Act, if such employment loss could create any liability under
          the WARN Act for AT&T, the Eligible Recipients, or its or their
          Affiliates, unless Amdocs delivers notices under the WARN Act in a
          manner and at a time such that AT&T, the Eligible Recipients, or its
          or their Affiliates bear no liability with respect thereto.

     (c)  RESPONSIBILITY. Amdocs shall be responsible for any liability, cost,
          claim, expense, obligation or sanction attributable to any breach by
          Amdocs of SECTION 8.12(A) that results in AT&T or the Eligible
          Recipients being in violation of the WARN Act or the regulations
          promulgated thereunder.

9.   AMDOCS RESPONSIBILITIES.

9.1  POLICY AND PROCEDURES MANUAL.

     (a)  DELIVERY AND CONTENTS. [**], Amdocs shall provide to AT&T and the
          other Eligible Recipients a manual describing the policies and
          procedures that will govern the provision of the Services, including
          the content required by SCHEDULE E, PART 6 and those policies and
          procedures of AT&T and the other Eligible Recipients that AT&T may
          designate from time to time (the "POLICY AND PROCEDURES MANUAL"). At a
          minimum, the Policy and Procedures Manual shall include the following:

          (i)  the procedures for AT&T/Amdocs interaction and communication,
               including (i) call lists; (ii) procedures for and limits on
               direct communication by Amdocs with AT&T personnel; (iii) problem
               management and escalation procedures; (iv) priority and project
               procedures; (v) acceptance testing; (vi) testing and
               demonstration procedures; and (vii) quality assurance procedures
               and checkpoint reviews; and

          (ii) practices and procedures addressing such other issues and matters
               as the Parties shall agree.

          Amdocs shall [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
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     (b)  COMPLIANCE. Amdocs shall perform the Services in accordance with the
          Policy and Procedures Manual. In the event of a conflict between the
          provisions of this Agreement and the Policy and Procedures Manual, the
          provisions of this Agreement shall control unless the Parties
          expressly agree otherwise and such agreement is set forth in the
          relevant portion of the Policy and Procedures Manual including but not
          limited to Service Level metric definitions and targets as set forth
          in SCHEDULE G. To the extent that future additions or modifications to
          the Policy and Procedures Manual materially increase Amdocs' aggregate
          costs of performance of the Services, the Parties will address such
          impact through the provisions of SECTION 9.5.

     (c)  MODIFICATION AND UPDATING. Amdocs shall promptly modify and update the
          Policy and Procedures Manual monthly to reflect changes in the
          operations or procedures described therein and to comply with AT&T's
          Strategic Decisions as described in SECTION 9.4 and to reflect the
          BAPCO Consolidation, Transition Services, and Modernization Services.
          Amdocs shall provide the proposed changes in the manual to AT&T for
          review, comment and approval. To the extent any such change could (i)
          increase AT&T's total costs of receiving the Services; (ii) require
          material changes to AT&T facilities, systems, software or equipment;
          (iii) have a material adverse impact on the functionality,
          interoperability, performance, accuracy, speed, responsiveness,
          quality or resource efficiency of the Services, or (iv) violate or be
          inconsistent with AT&T's Strategic Decisions, [**].

9.2  REPORTS.

     (a)  REPORTS. Amdocs shall provide AT&T with reports pertaining to the
          performance of the Services and Amdocs' other obligations under this
          Agreement sufficient to permit AT&T to monitor and manage Amdocs'
          performance ("REPORTS"). The Reports to be provided by Amdocs shall
          include those described in SCHEDULE R in the format and at the
          frequencies provided therein. In addition, from time to time, AT&T may
          identify additional Reports to be generated by Amdocs and delivered to
          AT&T on an ad hoc or periodic basis. [**]. The Reports [**].

     (b)  BACK-UP DOCUMENTATION. As part of the Services, Amdocs shall provide
          AT&T with such documentation and other information available to Amdocs
          as may be reasonably requested by AT&T from time to time in order to
          verify the accuracy of the Reports provided by Amdocs.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     (c)  CORRECTION OF ERRORS. [**], Amdocs shall promptly correct any errors
          or inaccuracies in or with respect to the Reports, or the information
          or data contained in such Reports, caused by Amdocs or its agents,
          Subcontractors, Managed Third Parties or third party product or
          service providers.

9.3  QUALITY ASSURANCE.

     (a)  PROCESSES AND PROCEDURES. Amdocs shall develop and implement quality
          assurance processes and procedures (including the procedures otherwise
          specified in this SECTION 9.3) to ensure that the Services are
          performed in an accurate and timely manner, [**]. Such procedures
          shall include verification, checkpoint reviews, testing, acceptance,
          and other procedures for AT&T to assure the quality and timeliness of
          Amdocs' performance. Amdocs shall submit such processes and procedures
          to AT&T for its review, comment and approval within [**] after the
          Effective Date. Upon AT&T's approval, such processes and procedures
          shall be included in the Policy and Procedures Manual. [**] the
          Service Levels and other terms of this Agreement.

     (b)  [**]. Pursuant to the terms and conditions of [**] will have [**].

     (c)  MATERIALS QUALITY. Amdocs hereby agrees that Materials furnished
          hereunder by Amdocs have or will have undergone or have or will have
          been subject to appropriate quality control measures and procedures,
          including performance measurements, testing, quality process reviews
          or inspections prior to delivery to AT&T.

     (d)  SUPPLIER PERFORMANCE PROGRAM. Both Parties hereby agree to participate
          in the Supplier Performance Program (hereinafter "PROGRAM") described
          below. The Program is a program to assist Amdocs in self-identifying
          areas of deficiency that may develop in Amdocs' performance as it
          relates to fulfilling Amdocs' obligations under this Agreement.
          Participation in or use of the Program does not negate or diminish
          Amdocs' responsibilities as such participation or use relates to
          Amdocs' requirements to perform its obligation as defined elsewhere in
          this Agreement nor does such participation or use negate, diminish or
          waive AT&T'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.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          Amdocs shall:

          (i)  Monitor its performance relative to certain measurable
               performance indices such as product performance, service
               performance, and on time delivery. Performance measurements
               collected for the purposes of the Program (hereinafter "DATA")
               will be defined by AT&T and communicated to Amdocs from time to
               time.

          (ii) Collect and report to AT&T the data relating to Amdocs'
               performance. The data shall be entered by Amdocs in AT&T's Amdocs
               Website (www.sbcsuppliers.com or its successors) in a format that
               is designated by AT&T. Data will be collected and reported
               periodically.

          (iii) Conduct a self-evaluation of its performance based on the
               analysis of the data reported. In those areas where Amdocs'
               performance deviates from [**], Amdocs shall [**].

          (iv) Cooperate fully with AT&T'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.

          AT&T shall:

          (v)  Define the data requirements that Amdocs will monitor and report.

          (vi) Provide Amdocs with access to AT&T's supplier website for the
               purposes of entering Amdocs' data.

          (vii) Generate performance reports summarizing the data and provide
               Amdocs with periodic feedback evaluating its performance. AT&T's
               supplier performance management team will assist Amdocs in
               resolving any internal AT&T issues that may impact Amdocs'
               performance.

     (e)  AMDOCS RECOMMENDATIONS. At least once each Contract Year, Amdocs shall
          [**], make written recommendations to AT&T with respect to the
          efficiency and cost-effectiveness of the Services, including bringing
          to AT&T's attention any existing or planned promotional offerings of
          Amdocs, Service upgrades or additional services that Amdocs believes
          may be of value to AT&T or an Eligible Recipient, and recommending
          reconfigurations that optimize delivery of Services to Amdocs
          efficiently and eliminate unwanted redundancy.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     (f)  SAVINGS CLAUSE. Nothing contained in this SECTION 9.3 will diminish
          Amdocs' obligation to deliver Materials in conformance to Amdocs'
          warranty obligations under this Agreement.

9.4  [**] STRATEGIC DECISIONS AND AUTHORITY.

     (a)  [**] STRATEGIC DECISIONS AND AUTHORITY. Notwithstanding any provision
          in this Agreement to the contrary, [**]. Subject to the foregoing:

          (i)  Amdocs shall [**] provided, however, [**];

          (ii) [**], AT&T shall [**].

     (b)  AMDOCS SUPPORT. [**], Amdocs shall provide assistance to AT&T, in (i)
          AT&T's making of Strategic Decisions, (ii) defining information
          technology architectures and standards, and (iii) preparing long-term
          strategic information technology plans and short-term implementation
          plans for such environment. The assistance to be provided by Amdocs
          shall include (i) active participation with AT&T representatives on
          permanent and ad-hoc committees and working groups addressing such
          issues; (ii) assessments of the then-current architectures, standards
          and systems; (iii) analyses of Strategic Decisions and/or
          architectures, standards and systems in light of business priorities,
          business strategies and competitive market forces identified by AT&T;
          and (iv) recommendations regarding architectures and platforms,
          software and hardware products, information technology strategies and
          directions, and other enabling technologies. With respect to each
          recommendation, Amdocs shall provide high level estimates and analyses
          of the following: (i) cost projections and cost/benefit analyses; (ii)
          the changes, if any, in the personnel and other resources required to
          operate and support the changed environment; (iii) the resulting
          impact on AT&T's information technology costs; (iv) the expected
          performance, quality, responsiveness, efficiency, reliability and
          other service levels; and (v) general plans and high level projected
          time schedules for development and implementation.

     (c)  [**]

          (i)  [**]

          (ii)  [**]

          (iii)  [**]

          (iv)  [**]

9.5  CHANGE CONTROL AND NEW SERVICES.

     (a)  COMPLIANCE WITH CHANGE CONTROL PROCEDURES. In making any Change, the
          Parties shall comply with the change control procedures specified in
          Section 4.0 of SCHEDULE E, PART 3 [**] and is further described in the
          Policy and Procedures

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          Manual and shall use the change control system and tools specified by
          AT&T. Prior to making any Change or using any new Software or
          Equipment to provide the Services, Amdocs shall have verified by
          appropriate testing that the change or item has been properly
          installed, is in Compliance and is performing its intended functions
          in a reliable manner and is compatible with and capable of operating
          as part of the AT&T environment. This obligation shall be in addition
          to any unit testing done by Amdocs as part of routine deployment or
          installation of Software or Equipment.

     (b)  PROCEDURES FOR CHANGES. The following procedures, as further detailed
          in the Policy and Procedures Manual, shall apply to each Change:

          (i)  AT&T or Amdocs may submit a high level description of any desired
               Change, together with a description of the reasons for such
               Change (collectively, a "CHANGE REQUEST") for initial business
               and technical review and prioritization.

          (ii) Amdocs will review the Change Request and provide the applicable
               items designated in SECTION 9.5(C), including possible
               alternatives and a high level estimate of the impact on the
               Charges or Annual Development Budget if such Change Request were
               implemented.

          (iii) As requested by AT&T, Amdocs, with AT&T's collaboration as
               reasonably requested by Amdocs, will further refine such initial
               estimate and prepare a firm proposal for such Change Request in
               accordance with this SECTION 9.5 and such proposal shall include
               all applicable Charges: Charges for the Change Request, any
               changes in the Charges (or other financial variables or
               parameters relating thereto, including Base Service Charges,
               Envelope Parameters, unit rates, Thresholds, and Outer Markers)
               for the applicable Services, and any other costs for which AT&T
               is responsible.

          (iv) The applicable committee will then review the Change Request
               proposal and any other appropriate information regarding the
               proposed Change.

          (v)  If AT&T determines that it desires to proceed with the proposed
               Change, it will so notify Amdocs in writing.

          (vi) [**], Amdocs will [**].

     (c)  CHANGES, SERVICE REVISION AND NEW SERVICES.

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          (i)  SERVICE REVISION. Without limiting Amdocs' other obligations, in
               the event AT&T requests a Change (A) that is not then to be
               provided or performed by Amdocs or then otherwise required of
               Amdocs under this Agreement and (B) there is no current charging
               methodology in SCHEDULE J for such Change (each a "SERVICE
               REVISION"), AT&T shall notify Amdocs of such Change. Amdocs shall
               promptly evaluate such requested Service Revision to determine
               the impact of such Service Revision on the Services, including
               any impact on the Charges therefor, which determination shall be
               made in accordance with this Section. If such assessment
               indicates a change in the Charges, Amdocs shall also prepare for
               AT&T a proposal (a "SERVICE REVISION PROPOSAL") [**] describing
               in detail the impact of such Change, including the impact on
               Charges relating to such Change. The Parties shall discuss and
               modify such assessment or Service Revision Proposal, as
               applicable[**], as applicable, Amdocs shall [**], as agreed.
               [**], Amdocs shall [**] to the dispute resolution process set
               forth in ARTICLE 19. For purposes of the foregoing:

               (1)  [**] REVISION. To the extent the Service Revision requested
                    by AT&T:

                         -    [**] by Amdocs, or

                         -    requires [**] by Amdocs that [**] in effort,
                              resources or expense required of Amdocs, including
                              through [**] of the Services as so changed,

                    then [**].

               (2)  [**] REVISION. To the extent the Service Revision requested
                    by AT&T [**] by Amdocs that [**] in effort, resources or
                    expense and there is no [**] for such Service Revision,
                    [**].

               (3)  [**] REVISION. To the extent the Service Revision requested
                    by AT&T [**], the [**].

          (ii) NEW SERVICES. If AT&T requests that Amdocs perform any New
               Services or a Service Revision is deemed to be a New Service,
               Amdocs shall promptly prepare a proposal for AT&T's
               consideration. Unless otherwise agreed by the Parties, Amdocs
               shall prepare such proposal [**] and shall deliver such proposal
               to AT&T [**] after its receipt of AT&T's original request, or as
               otherwise agreed between the Parties; provided, however,

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               that Amdocs shall use all commercially reasonable efforts to
               respond more quickly in the case of a pressing business need or
               an emergency situation. AT&T shall provide such information as
               Amdocs reasonably requests in order to prepare such proposal.
               Such proposal shall include, among other things, (i) a detailed
               plan [**] for the New Service [**], (ii) a detailed breakdown of
               such estimate, (iii) a schedule for commencing and completing the
               New Service, (iv) a description of any new hardware or software
               to be provided by Amdocs in connection with the New Service, (v)
               a description of the software, hardware and other resources
               necessary to provide the New Service, (vi) any additional
               facilities or labor resources to be provided by AT&T in
               connection with the proposed New Service, and (vii) if
               applicable, [**] the proposed New Service. AT&T may accept or
               reject any proposal in its sole discretion and Amdocs shall not
               be obligated to perform any New Services to the extent the
               applicable proposal is rejected. Unless the Parties otherwise
               agree, if AT&T accepts Amdocs' proposal, Amdocs and AT&T shall
               sign an Order for such New Services containing the agreed to
               resolution of the items required to be included in such proposal
               set forth above, and Amdocs will perform the New Services and be
               paid in accordance with such Order and the provisions of this
               Agreement. In the case of a conflict between the provisions of
               this Agreement and the express provisions of an Order, the
               provisions of the Order will prevail as to such conflict,
               provided that the Order shall be construed in a manner consistent
               with the terms of this Agreement to the fullest extent possible.
               An Order may be modified only in writing by the Parties, and
               shall be binding on the Parties only when executed, confirmed or
               acknowledged in writing by both Parties. Upon AT&T's acceptance
               of an Amdocs proposal for New Services, the scope of the Services
               will be expanded and this Agreement will be modified to include
               such New Services. [**] Amdocs shall [**] Amdocs shall use
               commercially reasonable efforts to identify [**], and (3) Amdocs
               shall [**], provided that [**].

          (iii) [**]. Notwithstanding anything to the contrary, the [**].

     (d)  RESERVED.

     (e)  DEFAULT COSTS RELATING TO CHANGES. Unless otherwise specified in
          SCHEDULE E or otherwise explicitly approved by AT&T in accordance with
          SECTION 9.5, [**] all charges, fees and costs associated with any
          Change, including all charges, fees and costs associated with (i) the
          design, installation, implementation, testing and rollout of a Change,
          (ii) any modification or enhancement to, or substitution for,

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          any impacted Software, Equipment or System, (iii) any increase in the
          cost of operating, maintaining or supporting any impacted Software,
          Equipment or System, and (iv) any increased Charges for the
          Outsourcing Services to the extent resulting from a Change.

     (f)  RESERVED.

     (g)  [**]. Amdocs shall [**] the Services; (ii) require material changes to
          AT&T facilities, systems, software, utilities, tools or equipment;
          (iii) require [**]; (iv) have [**] as specified in SECTION 9.4 [**] to
          which [**].

     (h)  TEMPORARY EMERGENCY CHANGES. Notwithstanding the foregoing, Amdocs may
          make temporary Changes required by an emergency [**]. Amdocs shall
          document and report such emergency Change to AT&T [**] the Change is
          made. Such Changes shall not be implemented on a permanent basis [**].

     (i)  IMPLEMENTATION. Unless otherwise agreed to by the Parties, Amdocs will
          schedule and implement all Changes to be performed or provided by
          Amdocs so as not to (i) materially disrupt or adversely impact the
          business or operations of AT&T or the Eligible Recipients, (ii)
          degrade the Services then being received by them; or (iii) reduce the
          Service Levels.

     (j)  PLANNING AND TRACKING. [**], Amdocs will prepare a [**] "look ahead"
          schedule for ongoing and planned System Changes (and other applicable
          Changes) [**]. The status of such Changes will be monitored and
          tracked by Amdocs against the applicable schedule.

     (k)  NEW ELIGIBLE RECIPIENTS. From time to time AT&T may request that
          Amdocs provide Services to a Potential Eligible Recipient and such
          Potential Eligible Recipient shall become an Eligible Recipient. Any
          conversion, implementation, and other non-recurring services
          associated with such activities shall be determined in accordance with
          this SECTION 9.5. The Charges associated with such new Eligible
          Recipient shall be calculated in accordance with SCHEDULE J.

     (l)  [**]. AT&T may [**] under the provisions of this Agreement and (ii)
          Amdocs [**].

     (m)  SERVICES EVOLUTION AND MODIFICATION. The Parties anticipate that the
          Services will evolve and be supplemented, modified, enhanced or
          replaced over time to keep pace with technological advancements and
          improvements in the methods of

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          delivering services. The Parties acknowledge and agree that these
          changes will modify the "Services" and may result in New Services.

     (n)  ELIGIBLE RECIPIENT REQUESTS. Amdocs will promptly inform the AT&T
          Contract Office of requests for New Services from Eligible Recipients,
          and shall submit any proposals for New Services to the AT&T Contract
          Office or its designee. Amdocs shall [**], Amdocs shall not be deemed
          to be in breach of any obligation to provide New Services to such
          Eligible Recipient[**] this SECTION 9.5(N[**] this SECTION 9.5(N).

     (o)  PROJECT PROPOSALS. To the extent required under this Agreement or the
          Policy and Procedures Manual, Amdocs shall prepare a project proposal
          in accordance with this SECTION 9.5 prior to beginning such project.
          AT&T may accept or reject such project proposal in its sole
          discretion. Amdocs Personnel assigned to perform projects shall
          possess the training, education, experience, competence and skill to
          perform such work. The AT&T Contract Office or its designee shall
          define and set the priority for such projects. Amdocs shall [**].
          Amdocs shall use commercially reasonable efforts [**] the work to be
          performed by Amdocs, [**].

     (p)  [**]. From time to time, [**], Amdocs shall [**]. AT&T shall [**]; and
          Amdocs shall [**] the terms of this Agreement [**] to this Agreement.

     (q)  INFORMATION FOR EXERCISE OF STRATEGIC DECISIONS AUTHORITY. In order to
          facilitate AT&T's Strategic Decisions, architecture, standards and
          plans pursuant to SECTION 9.4, Amdocs will provide AT&T with such
          information as AT&T shall reasonably require with respect to any such
          proposed Change Request.

9.6  SOFTWARE CURRENCY.

     (a)  CURRENCY OF SOFTWARE. Subject to and in accordance with SECTIONS
          6.3(A), 6.4, 6.5, 6.6, 9.4, 9.5, 9.6(C) and SCHEDULE J, Amdocs agrees
          to maintain reasonable currency for all Software for which it is
          financially responsible under this Agreement and to provide
          maintenance and support for new releases and versions of Software for
          which it is operationally responsible. [**], (i) Amdocs shall [**] or
          as otherwise [**], and (ii) Amdocs shall [**] include (i) providing
          and supporting [**]; (ii) supporting [**]; and (iii) providing support
          for [**] on the Commencement Date [**] and with the following [**]
          shall be [**]; and (ii) [**]. Further, [**] on the Commencement Date
          [**]. Notwithstanding the foregoing, [**], Amdocs will [**].

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     (b)  REPLACEMENT THIRD PARTY SOFTWARE. At any time during the Term, if
          Third Party Software, then currently used to provide the Services,
          ceases to be commercially available or suitable for use to provide the
          Services, Amdocs will take the lead in investigating a
          successor/replacement for such Third Party Software. AT&T and Amdocs
          shall jointly evaluate, technically review, and select a replacement
          product to use ("REPLACEMENT THIRD PARTY SOFTWARE"). The final
          determination of the Replacement Third Party Software shall be at the
          sole discretion of AT&T; provided, however, Amdocs' financial
          responsibility for any such Replacement Third Party Software directed
          by AT&T shall not exceed the costs associated with the last available
          upgrade cost of the Third Party software being replaced plus ten
          percent (10%) and AT&T shall be responsible for any costs of such
          Replacement Third Party Software above 110% of the cost of the last
          available upgrade cost of the Third Party Software being replaced.
          Notwithstanding this decision, all terms in SECTION 6.4(A) will
          continue to apply.

     (c)  EVALUATION AND TESTING. Prior to installing a new Major Release or
          Minor Release, Amdocs shall evaluate and test such Release to verify
          that it will perform in accordance with this Agreement and the
          architectures [**] of the Services. The evaluation and testing
          performed by Amdocs shall [**] under such circumstances.

     (d)  APPROVAL BY AT&T. Notwithstanding SECTION 9.6(A), Amdocs shall confer
          with AT&T prior to installing any Major Release or Minor Release,
          shall provide AT&T with the results of its testing and evaluation of
          such Major Release or Minor Release [**]. Amdocs shall [**].

     (e)  UPDATES BY AT&T. AT&T and the Eligible Recipients shall have the
          right, but not the obligation, to install new releases of, replace, or
          make other changes to Software for which AT&T is financially
          responsible under this Agreement.

9.7  YEAR 2000 COMPLIANCE.

     (a)  MATERIALS. Amdocs represents, warrants and covenants that as of the
          Effective Date or the date of installation, whichever is later, all
          Amdocs Owned Materials and Developed Materials shall be Year 2000
          Compliant.

     (b)  THIRD PARTY EQUIPMENT OR SOFTWARE. Amdocs shall obtain assurances from
          each third party supplier from whom Amdocs procures new third party
          Equipment or Software to be operated, maintained, supported or used by
          Amdocs, AT&T or the Eligible Recipients under this Agreement that such
          Equipment or Software is Year 2000 Compliant and will perform in
          accordance with the manufacturer's specifications, including those
          pertaining to the accurate receipt, processing,

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          exchange and storage of date information. Amdocs shall not procure any
          such Equipment or Software not having such assurances without AT&T's
          prior approval.

     (c)  NO FORCE MAJEURE EVENT. The failure of any Equipment, Software or
          System for which Amdocs is operationally responsible to be Year 2000
          Compliant shall not be considered a force majeure event and shall not
          relieve Amdocs of any of its obligations under this Agreement,
          including its obligations to perform the Services in accordance with
          the Service Levels.

9.8  ACCESS TO SPECIALIZED AMDOCS SKILLS AND RESOURCES.

     Upon AT&T's request, Amdocs shall provide AT&T with [**] access to Amdocs'
     [**]. The cost, if any, for such Specialized Services shall be addressed
     through the Change Management Procedures.

9.9  AUDIT RIGHTS.

     (a)  AMDOCS RECORDS. Amdocs shall, and shall cause its Subcontractors to,
          maintain complete and accurate records of and supporting documentation
          for [**]all transactions, authorizations, Changes, implementations,
          soft document access, reports, analyses, data or information created,
          generated, collected, processed or stored by Amdocs in the performance
          of its obligations under this Agreement ("CONTRACT RECORDS"). Amdocs
          shall maintain such Contract Records in accordance with generally
          accepted accounting principles applied on a consistent basis and
          generally accepted auditing standards. Amdocs shall retain Contract
          Records in accordance with AT&T's record retention policy as it may be
          modified from time to time and provided to Amdocs in writing.

     (b)  OPERATIONAL AUDITS. Amdocs shall, and shall cause its Subcontractors
          to, provide to AT&T [**] access at reasonable hours to Amdocs
          Personnel, to the facilities at or from which Services are then being
          provided, transportation vehicles or vessels, or containers used to
          perform Services, and to Amdocs records and other pertinent
          information, all to the extent relevant to the Services and Amdocs'
          obligations under this Agreement. Such access shall be provided for
          the purpose [**] of this Agreement, Amdocs shall [**].

     (c)  FINANCIAL AUDITS. During the term of this Agreement and for a period
          [**] of this Agreement, Amdocs shall, and shall cause its
          Subcontractors to, provide to AT&T (and internal and external
          auditors, inspectors, regulators and other representatives that AT&T
          may designate from time to time, provided they are

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          not Direct Amdocs Competitors) access at reasonable hours to Amdocs
          Personnel and to Contract Records and other pertinent information, all
          to the extent relevant to the performance of Amdocs' obligations under
          this Agreement. Such access shall be provided for the purpose of
          performing audits and inspections to (i) [**] legal, regulatory and
          contractual requirements. Notwithstanding anything to the contrary
          regarding item (ii) above, AT&T may not audit the accuracy or
          completeness of a variable Charge [**], unless such audit is for cause
          (i.e., due to an actual or alleged breach by Amdocs, dispute under
          SECTION 12.4(B), required by Law or mandated by AT&T's government
          regulators) or to verify whether Amdocs' has corrected a previously
          identified issue under a prior audit. Amdocs shall provide any
          assistance reasonably requested by AT&T or its designee in conducting
          any audit under this Section and shall make requested personnel,
          records and information available. [**] in accordance with ARTICLE 19,
          Amdocs shall [**]. In the event such an audit [**].

     (d)  AUDIT ASSISTANCE. AT&T and certain Eligible Recipients may be subject
          to regulation by governmental bodies and other regulatory authorities
          under applicable laws, rules, regulations and contract provisions. If
          a governmental body or regulatory authority exercises its right to
          examine or audit AT&T's or an Eligible Recipient's books, records,
          documents or accounting practices and procedures pursuant to such
          laws, rules, regulations or contract provisions, Amdocs shall provide
          all reasonable assistance requested by AT&T or the Eligible Recipient
          in responding to such audits or government requests for information to
          the extent such requests are related to this Agreement.

     (e)  GENERAL PROCEDURES.

          (i)  [**], AT&T shall not be given access to (i) the proprietary
               information of other Amdocs customers, (ii) Amdocs locations that
               are not related to AT&T or the Services, or (iii) Amdocs'
               internal costs and expenses, [**].

          (ii) In performing audits, AT&T shall endeavor to avoid unnecessary
               disruption of Amdocs' operations and unnecessary interference
               with Amdocs' ability to perform the Services in accordance with
               the Service Levels.

          (iii) Prior to being granted access, external parties shall first
               enter into a non-disclosure agreement with Amdocs, in form
               substantially as set forth in EXHIBIT 6.

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          (iv) Following any audit, AT&T shall conduct (in the case of an
               internal audit), or request its external auditors or examiners to
               conduct, an exit conference with Amdocs to obtain factual
               concurrence with issues identified in the review.

          (v)  AT&T shall provide Amdocs with advanced notice [**] prior to any
               operational or financial audit by AT&T or its authorized agents
               or representatives. AT&T shall be given adequate private
               workspace in which to perform an audit, plus reasonable access to
               photocopiers, telephones, facsimile machines, computer hook-ups,
               and any other facilities or equipment needed for the performance
               of the audit. AT&T will not undertake audits [**], unless AT&T
               has reasonable grounds to believe that Amdocs is not in
               compliance with this Agreement, including improper invoicing of
               AT&T, or AT&T is otherwise required to undertake such audit.

     (f)  AMDOCS INTERNAL AUDIT. If Amdocs determines as a result of its own
          internal audit that it has overcharged AT&T, then Amdocs shall
          promptly pay to AT&T the amount of such overcharge, together with
          interest from the date of Amdocs' receipt of such overcharge at the
          Prime Rate. In the event such an audit results in a determination that
          Amdocs has undercharged AT&T, then, subject to AT&T's right to dispute
          the amount of such undercharge and SECTION 12.1(D), Amdocs may
          immediately invoice such undercharge to AT&T and the amount of such
          undercharge shall be treated, for invoicing and payment purposes, as
          an invoice for the month in which the invoice is delivered to AT&T.

     (g)  AMDOCS RESPONSE. Amdocs and AT&T shall meet to review each audit
          report promptly after the issuance thereof. Amdocs will respond to
          each audit report in writing [**] from receipt of such report, [**].
          Amdocs and AT&T shall develop and agree upon an action plan to
          promptly address and resolve any deficiencies, concerns and/or
          recommendations in such audit report and Amdocs, [**], shall undertake
          remedial action in accordance with such action plan and the dates
          specified therein.

     (h)  AMDOCS RESPONSE TO GOVERNMENT AUDITS. If an audit by a governmental
          body or regulatory authority having jurisdiction over AT&T, an
          Eligible Recipient or Amdocs results in a finding that Amdocs is not
          in compliance with any generally accepted accounting principle or
          other audit requirement or any rule, regulation or law relating to the
          performance of its obligations under this Agreement, Amdocs shall,
          [**] and within the time period specified by such auditor, address and

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          resolve the deficiency(ies) identified by such governmental body or
          regulatory authority.

     (i)  AUDIT COSTS.

          (i)  Amdocs and its Subcontractors and suppliers shall provide the
               Services described in this SECTION 9.9 [**]

          (ii) AT&T [**] that it requires under this Agreement for a
               discretionary audit that Amdocs is not required to perform
               through a third party auditor. The [**] for audits under this
               Agreement required by Law or mandated by AT&T's government
               regulators, other than CMM audits, SAS 70 audits, Amdocs offshore
               security audits, and other audits required under this Agreement
               [**].

          (iii) Amdocs and AT&T agree that the [**]. Upon [**] such audit
               requirements. In the event [**] these future audits (other than
               CMM audits, SAS 70 audits, Amdocs offshore security audits or
               other audit that are similar to the audits performed prior to the
               FARA Effective Date) [**], AT&T agrees to [**]. Without limiting
               Amdocs' obligations, [**].

     (j)  SECURITY AUDIT. On [**] starting on a date designated by AT&T, Amdocs
          will, [**] perform a security audit of each offshore site from which
          Services are provided under this Agreement, utilizing an independent
          auditor, as mutually agreed by the Parties, and provide a copy of the
          results of such audit to AT&T. Such security audit shall review [**].

     (k)  SAS 70. At Amdocs' sole cost and expense, Amdocs shall cooperate with
          AT&T on SAS 70 Type II audits and on other Sarbanes-Oxley related
          documentation, testing, and auditing related activities. [**] and
          without limiting Amdocs' other obligations under SECTION 15.10 of the
          Agreement, Amdocs shall (i) perform a SAS 70 Type II audit that
          complies with AT&T's requirements related to Sarbanes-Oxley for each
          System or Application for which Amdocs is financially or operationally
          responsible, and (ii) obtain a SAS 70 Type II audit opinion from an
          independent third-party auditor for such Systems, Applications, or
          locations. Amdocs shall perform the SAS 70 Type II audit on an annual
          basis. Amdocs shall promptly provide AT&T with an electronic and
          written copy of the SAS 70 Type II audit opinion after receipt of the
          report from the auditor, including both final draft and final forms.

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          In addition, an Amdocs officer will sign a letter [**] stating whether
          there have been any significant changes in the controls attested to in
          the SAS 70 Type II audit report, with the exception of corrective
          action stated therein that has been implemented or is scheduled to be
          implemented by specified target dates. AT&T will provide Amdocs a
          template to which the letter must conform, with the final letter shall
          be subject to AT&T approval.

          With respect to any audit that Amdocs is required to perform
          hereunder, to the full extent permissible under the applicable
          regulatory guidelines or auditing standards, Amdocs shall be entitled
          to combine or substitute the performance or results of other audits
          that Amdocs performs under any other agreement between the Parties or
          otherwise, with the performance or results of the audits required
          hereunder.

9.10 AGENCY AND DISBURSEMENTS.

     (a)  DISBURSEMENTS. Beginning on the Commencement Date, Amdocs shall make
          payments to certain lessors, licensors and suppliers as paying agent
          of AT&T or the Eligible Recipients, or shall reimburse AT&T for
          payments made by AT&T or the Eligible Recipients to such lessors,
          licensors and suppliers, if and to the extent such payments relate to
          Third Party Contracts, Equipment Leases or Third Party Software
          licenses as to which Amdocs is financially responsible, but which have
          not been formally transferred to Amdocs.

     (b)  LIMITED AGENCY. AT&T hereby appoints Amdocs as its limited agent
          during the term of this Agreement solely for the purposes of the
          administration of Pass-Through Expenses and amounts under Third Party
          Contracts, Equipment Leases and Third Party Software licenses for
          which Amdocs is financially responsible under SCHEDULES E or E.1. AT&T
          shall provide, on a timely basis, such affirmation of Amdocs'
          authority to such lessors, licensors, suppliers and other third
          parties as Amdocs may reasonably request.

     (c)  REIMBURSEMENT FOR SUBSTITUTE PAYMENT. If either Party in error pays to
          a third party an amount for which the other Party is responsible under
          this Agreement, the Party that is responsible for such payment shall
          promptly reimburse the paying Party for such amount.

     (d)  NOTICE OF DECOMMISSIONING. Amdocs agrees to notify AT&T promptly if
          and to the extent AT&T owned Equipment or AT&T leased Equipment will
          no longer be used to provide the Services. The notification will
          include the identification of the Equipment, and the date it will no
          longer be needed by Amdocs, along with

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          the reason for decommissioning. Upon receipt of any such notice, AT&T
          may (or may cause the applicable Eligible Recipient to), in its sole
          discretion, terminate the Equipment lease for such leased Equipment as
          of the date specified in such notice and sell or otherwise dispose of
          or redeploy such AT&T owned Equipment that is the subject of such a
          notice as of the date specified in such notice. Upon Amdocs ceasing to
          use any Equipment (or, in the case of leased Equipment, upon the last
          day AT&T is obligated to make such leased Equipment available to
          Amdocs, if earlier), Amdocs shall return the same to AT&T in condition
          at least as good as the condition thereof on the Commencement Date,
          ordinary wear and tear excepted. Amdocs shall, [**].

9.11 SUBCONTRACTORS.

     (a)  USE OF SUBCONTRACTORS. Amdocs shall [**], Amdocs shall (i) [**] the
          Services [**] the proposed Subcontractor, [**]; and (ii) [**] of such
          Subcontractor. [**] during the term of this Agreement [**]; provided,
          however, that AT&T shall [**]of the Subcontractor; provided, further,
          that notwithstanding the foregoing provision, at any time, [**] AT&T
          or an Eligible Recipient, AT&T [**] and Amdocs shall, [**]; and
          provided, further, that notwithstanding the foregoing provision, to
          the extent that AT&T [**] set forth in SECTION 9.12 below, Amdocs
          shall [**]. Notwithstanding the foregoing, [**].

     (b)  SHARED SUBCONTRACTORS. Amdocs may, in the ordinary course of business,
          subcontract (i) for third party services or products that are not
          exclusively dedicated to AT&T and that do not include regular direct
          contact with AT&T or Eligible Recipient personnel or the performance
          of services at AT&T Sites or (ii) with temporary personnel firms for
          the provision of temporary contract labor (collectively, "SHARED
          SUBCONTRACTORS"); provided, that such Shared Subcontractors possess
          the training and experience, competence and skill to perform the work
          in a skilled and professional manner. AT&T shall have no approval
          right with respect to such Shared Subcontractors. If, however, AT&T
          expresses dissatisfaction with the services of a Shared Subcontractor,
          Amdocs shall work in good faith to resolve AT&T's concerns on a
          mutually acceptable basis and, at AT&T's request, replace such Shared
          Subcontractor at no additional cost to AT&T.

     (c)  AMDOCS RESPONSIBILITY. Amdocs shall be responsible for any failure by
          any Subcontractor or Subcontractor personnel to perform in accordance
          with this Agreement or to comply with any duties or obligations
          imposed on Amdocs under this Agreement to the same extent as if such
          failure to perform or comply was committed by Amdocs or Amdocs
          employees. Amdocs shall guarantee the

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          performance of all such Subcontractors and Subcontractor personnel
          providing any of the Services hereunder. Amdocs shall be AT&T's sole
          point of contact regarding the Services, including with respect to
          payment.

9.12 SUPPLIER DIVERSITY.

     (a)  GENERAL. It is the policy of AT&T that minority, women, and disabled
          veteran owned business enterprises ("MWDVBES") shall have the maximum
          practicable opportunity to participate in the performance of
          contracts. AT&T Inc.'s current goals are MBE-[**]%, WBE-[**]%, and
          DVBE-[**]%, each as defined below.

     (b)  AMDOCS PLAN AND COMMITMENT. Amdocs shall make good faith efforts to
          carry out this policy (consistent with such policy's territorial
          application) in the award of subcontracts, distribution agreements,
          resale agreements, and other opportunities for MWDVBE participation.
          In furtherance of those efforts, and not as a limitation, Amdocs shall
          submit annual participation plans, at the time of contract execution
          and each subsequent year by January 7, establishing Amdocs' goals for
          the year for participation by minority owned business enterprises
          ("MBE"), women owned business enterprises ("WBE") and disabled veteran
          business enterprises ("DVBE"), with "participation" expressed as a
          percentage of aggregate estimated annual purchases by AT&T and its
          Affiliates for the coming year under this Agreement. Amdocs commits
          that such goals for the participation of MBE/WBE and DVBE firms shall
          equal or be greater than: [**]% percent annual MBE participation and
          [**]% percent annual WBE participation. Amdocs shall include specific
          and detailed plans for achieving its goals in each participation plan
          and may report its participation under this Agreement with the
          participation plan(s) to be developed under other agreements between
          the Parties.

     (c)  REPORT. By the fourteenth day following the close of each calendar
          quarter, Amdocs shall report actual results of its efforts to meet its
          goals during the preceding calendar quarter to AT&T's Prime Amdocs
          Program Manager, using the form attached to SCHEDULE T. Amdocs shall
          submit separate reports to AT&T and each Eligible Recipient obtaining
          Services under this Agreement. When reporting its results, Amdocs
          shall count only expenditures with MWDVBEs that are certified as MBE,
          WBE, or DVBE firms by certifying agencies that are recognized by AT&T,
          as listed on SCHEDULE T. In particular, when reporting results for
          expenditures by Affiliates identified as "California Affiliates",
          Amdocs shall count only expenditures (i) with MBE and WBE firms
          certified by the California Public Utilities Commission Supplier
          Clearinghouse ("CPUCC") and (ii) with DVBE firms certified by the
          Office of Small Business and DVBE Certification ("OSDBC") of the
          California Department of General Services.

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     (d)  PROSPECTIVE SUBCONTRACTORS. Amdocs shall inform prospective MBE, WBE,
          and DVBE subcontractors of their opportunities to apply for
          certification from the agencies listed in SCHEDULE T. In particular,
          Amdocs shall inform MBE and WBE firms certified by agencies other than
          the CPUCC and the DVBE firms certified by agencies other than the
          OSDBC of the procedures for applying for an additional certification
          from the OSDBC and the CPUCC.

     (e)  AT&T CONSIDERATION. The extent to which AT&T's potential suppliers (a)
          set challenging goals in their annual participation plans and (b)
          succeed in exceeding the goals that they have set are factors that
          AT&T may consider favorably when deciding to extend or renew expiring
          agreements, to apportion orders among competing suppliers under
          existing agreements, and to award new business in competitive bidding.

     (f)  NO LIMITATION. Amdocs' obligations under this Section are not a
          limitation of any obligations that Amdocs may have under other
          provisions of this Agreement, including SECTION 9.13.

9.13 GOVERNMENT CONTRACT FLOW-DOWN CLAUSES.

     (a)  GENERAL. The Parties acknowledge and agree that, as a matter of
          federal procurement law, Amdocs may be deemed a subcontractor to AT&T
          or an Eligible Recipient under one or more of their contracts with the
          federal government, that the Services provided or to be provided by
          Amdocs in such circumstances may constitute "COMMERCIAL ITEMS" as that
          term is defined in the Federal Acquisition Regulation, 48 C.F.R.
          Section 52.202, and that subcontractors providing commercial items
          under government contracts are subject to certain mandatory flow-down
          clauses (currently, (i) Equal Opportunity, (ii) Affirmative Action for
          Special Disabled and Vietnam Era Veterans, and (iii) Affirmative
          Action for Handicapped Workers) under the Federal Acquisition
          Regulation, 48 C.F.R. Section 52.244-6. The Parties agree that,
          insofar as certain clauses are required to be flowed down to Amdocs,
          AT&T shall so notify Amdocs and Amdocs shall comply, [**], with those
          clauses required by applicable regulations to be included in a
          subcontract for commercial items.

     (b)  SPECIAL REQUIREMENTS. The Parties do not believe that the Services
          provided by Amdocs under this Agreement will be subject to government
          flow-down requirements other than those associated with any
          subcontracts for commercial items. Should compliance by Amdocs with
          additional flow-down provisions nevertheless be required by the
          federal government in certain circumstances, Amdocs shall comply with
          such additional flow-down provisions as are required

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          by applicable regulations to be included in a subcontract, and the
          Parties shall negotiate in good faith regarding the additional
          consideration, if any, to be paid to Amdocs in such circumstances.
          [**] pursuant to SECTION 11.5, [**].

9.14 MANAGED THIRD PARTIES.

     In addition to Amdocs' other responsibilities in SECTION 6.6 of the
     Agreement, with respect to Managed Third Parties identified on SCHEDULE E.5
     and any substitute or replacement therefor, Amdocs shall perform the
     following activities with respect to the management and administration of
     such Third Party Contracts:

     (a)  manage the Managed Third Parties, including monitoring operational
          day-to-day service delivery, monitoring performance, escalating
          problems for resolution, and maintaining technical support
          relationships;

     (b)  as requested by AT&T, work with AT&T to manage new and existing
          contractual relationships between AT&T and Managed Third Parties as
          needed to provide the Services;

     (c)  oversee Managed Third Party delivery of services and compliance with
          the service levels and the performance standards and other terms and
          conditions (including reporting requirements) contained in AT&T's
          agreement with the Managed Third Party (and known to Amdocs);

     (d)  notify AT&T and the Managed Third Party of each Managed Third Party
          failure to perform in accordance with the Service Levels contained in
          SCHEDULE G or the performance standards or other terms and conditions
          contained in AT&T's agreement with the Managed Third Party (each as
          known to Amdocs);

     (e)  escalate Managed Third Party performance failures to Managed Third
          Party management as necessary to achieve timely resolution;

     (f)  monitor and manage the Managed Third Party's efforts to remedy a
          failure of performance;

     (g)  communicate to AT&T the status of the Managed Third Party's efforts to
          remedy a failure of performance; and

     (h)  recommend retention, replacement, modification, or termination of an
          Managed Third Party based on the performance or cost benefits to AT&T
          as tracked by Amdocs; and

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     (i)  at AT&T's request, participate and assist in the re-sourcing (e.g.,
          extension, renegotiation or replacement) of such Managed Third
          Parties.

10.  AT&T RESPONSIBILITIES.

10.1 RESPONSIBILITIES.

     In addition to AT&T's responsibilities as expressly set forth elsewhere in
     this Agreement, AT&T shall be responsible for the following:

     (a)  AT&T CONTRACT OFFICE. The AT&T Contract Office shall have the
          authority to act on behalf of AT&T in all day-to-day matters
          pertaining to this Agreement. AT&T may change the designated AT&T
          Contract Office from time to time by providing notice to Amdocs.
          Additionally, AT&T will have the option, but will not be obligated, to
          designate in writing additional representatives who will be authorized
          to make certain decisions (e.g., regarding emergency maintenance) if
          the AT&T Contract Office is not available.

     (b)  COOPERATION. AT&T shall cooperate with Amdocs by, among other things,
          making available, as reasonably requested by Amdocs, management
          personnel, information, approvals and acceptances so that Amdocs may
          accomplish its obligations and responsibilities hereunder.

     (c)  REQUIREMENT OF WRITING. To the extent Amdocs is required under this
          Agreement to obtain AT&T's approval, consent or agreement, such
          approval, consent or agreement shall be in writing and shall be signed
          or e-mailed by the AT&T Contract Office or an authorized AT&T
          representative. Notwithstanding the preceding sentence, the AT&T
          Contract Office may agree in advance in writing that as to certain
          specific matters oral approval, consent or agreement will be
          sufficient.

10.2 SAVINGS CLAUSE.

     Amdocs' failure to perform its responsibilities under this Agreement or to
     meet the Service Levels shall be excused if and to the extent such Amdocs
     non-performance is caused by the act or omission of AT&T or an Eligible
     Recipient or any third party that is under AT&T's or an Eligible
     Recipient's control (each a "SAVINGS EVENT"), [**]. Without limiting the
     foregoing, to the extent AT&T reasonably believes that a Savings Event has
     occurred it shall use commercially reasonable efforts to correct such
     Savings Event and avoid such Supplier non-performance.

11.  CHARGES.

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11.1 GENERAL.

     (a)  PAYMENT OF CHARGES. In consideration of Amdocs' performance of the
          Services and other obligations under this Agreement and rights granted
          by Amdocs to AT&T and the Eligible Recipients under this Agreement,
          AT&T agrees to pay Amdocs the applicable Charges set forth in SCHEDULE
          J in accordance with this Agreement.

     (b)  [**]. The Transition Services, Modernization Services, BAPCO
          Consolidation, and all other Services, Materials, Equipment, and
          Systems licensed or provided by or for Amdocs under this Agreement are
          [**] Amdocs under this Agreement, unless expressly stated otherwise.
          Nothing in this Agreement shall be deemed to utilize the Annual
          Development Budget, unless expressly stated otherwise. AT&T [**] set
          forth in this ARTICLE 11 or SCHEDULE J. Any and all costs incurred or
          resourced provided by Amdocs prior to the FARA Effective Date that
          Amdocs desires to be reimbursed for are specified and included in
          SCHEDULE J. In addition, any references to no [**], however
          characterized, are for emphasis and do not limit this SECTION 11.1(B).

     (c)  [**], Amdocs shall [**].

     (d)  CHARGES FOR NEW SERVICES. For New Services, AT&T will pay Amdocs in
          accordance with this Agreement, including SCHEDULE J and the
          applicable Order. If no specific charging methodology is specified,
          the Charges for New Services shall be on a time and materials basis at
          the rates set forth in SCHEDULE J, unless otherwise agreed.

11.2 REIMBURSABLE EXPENSES AND PASS-THROUGH EXPENSES.

     (a)  REIMBURSABLE EXPENSES. AT&T is not responsible for any travel, meal or
          other business related expense incurred by Amdocs whether or not
          incurred in its performance of its obligations under this Agreement,
          unless reimbursement of expenses is expressly authorized in this
          Agreement or an Order pursuant to this Agreement. If reimbursement of
          expenses is so authorized, to be reimbursable, each and every such
          expense must comply with the requirements of the applicable AT&T Rules
          and the AT&T Vendor Expense Policy as set forth in EXHIBIT 11. Amdocs
          must provide in a timely manner receipts and other documentation as
          required by the such AT&T Rules and such additional documentation or
          information requested by AT&T to substantiate expenses submitted by
          Amdocs for reimbursement. All such expenses shall be handled as
          Out-of-Pocket Expenses.

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     (b)  PASS-THROUGH EXPENSES. AT&T shall pay all Pass-Through Expenses
          directly to the applicable suppliers following review, validation and
          approval of such Pass-Through Expenses by Amdocs. Before submitting an
          invoice to AT&T for any Pass-Through Expense, Amdocs shall (i) review
          and validate the invoiced amounts, (ii) identify any errors or
          omissions and (iii) communicate with the applicable supplier to
          correct any errors or omissions, resolve any questions or issues and
          obtain any applicable credits for AT&T. Amdocs shall deliver to AT&T
          the original supplier invoice, together with any documentation
          supporting such invoice and a statement that Amdocs has reviewed and
          validated the invoiced amounts within five (5) days of Amdocs' receipt
          of such original supplier invoice. In addition, if the supplier offers
          a discount for payment prior to a specified date, Amdocs shall deliver
          such invoice and associated documentation to AT&T [**] prior to such
          date (unless such date is less than [**] following the date upon which
          such invoice is received by Amdocs, in which event Amdocs shall
          undertake commercially reasonable efforts to provide AT&T as much
          advance notice respecting such invoice as possible and shall further
          cooperate with AT&T's efforts to expedite the review and processing of
          such invoice in order to meet such discount deadline). [**].

     (c)  [**]. Amdocs will [**].

11.3 [**].

     Amdocs acknowledges that, [**] set forth in SCHEDULE J. [**].

11.4 TAXES.

     The Parties' respective responsibilities for taxes arising under or in
     connection with this Agreement shall be as follows:

     (a)  INCOME TAXES. Each Party shall be responsible for its own Income
          Taxes.

     (b)  SALES, USE AND PROPERTY TAXES. Each Party shall be responsible for any
          sales, lease, use, personal property or other such taxes on Equipment,
          Software or property it owns or leases from a third party, including
          any Equipment lease assigned pursuant to this Agreement, and/or for
          which it is financially responsible under this Agreement.

     (c)  TAXES ON GOODS OR SERVICES USED BY AMDOCS. [**] shall be responsible
          for all sales, service, value-added, lease, use, personal property,
          excise, consumption, and other taxes and duties payable [**] on any
          goods or services acquired by

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          Amdocs and used or consumed by Amdocs in providing the Services where
          the tax is imposed on [**] or use of such goods or services.

     (d)  SERVICE TAXES. [**] shall be financially responsible for all Service
          Taxes as of the Effective Date on the provision of the Services as a
          whole, or on any particular Service received by or the license granted
          pursuant to SCHEDULE X or other products provided to AT&T or the
          Eligible Recipients, from or by Amdocs. If new or higher Service Taxes
          thereafter become applicable to the Services as a result of either
          Party moving all or part of its operations to a different jurisdiction
          (e.g., AT&T opening a new office, Amdocs relocating a shared service
          center) [**] Service Taxes. If new or higher Service Taxes become
          applicable to such Services after the Effective Date for any other
          reason (e.g., tax law changes, but not volume changes) the Parties
          shall negotiate in good faith and diligently seek to agree upon a
          reasonable and fair allocation and sharing of financial responsibility
          for such new or additional Service Taxes. If the Parties are unable to
          agree upon such an allocation and sharing within thirty (30) days,
          either Party may submit the issue for resolution through the dispute
          resolution procedures of SECTION 19.2. If required [**] under this
          provision. [**] under this Section [**].

     (e)  CERTAIN FOREIGN TAXES. In the event a non-United States Eligible
          Recipient shall purchase directly from Amdocs under this Agreement any
          Service, license or product, such non-United States Eligible Recipient
          shall be financially responsible for Service Taxes and withholding
          taxes assessed by the applicable foreign (non-United States)
          jurisdiction in connection with the provision of Service, license or
          product by Amdocs to such non-United States Eligible Recipient;
          provided that Amdocs shall, in accordance with SECTION 11.4(F) hereof,
          cooperate with AT&T and the non-United States Eligible Recipient to
          minimize any liability for such taxes and shall so stipulate such
          taxes in any applicable proposed Order. In the case of any such
          required payment [**] in accordance with the applicable law.

     (f)  EFFORTS TO MINIMIZE TAXES. The Parties agree to reasonably cooperate
          with each other to enable each to more accurately determine its own
          tax liability [**] this section is [**].

          Amdocs' invoices shall separately state the Charges that are subject
          to taxation and the amount of taxes included therein stated as
          separate items and shall indicate the jurisdiction imposing the tax.
          Each Party will provide and make available to the other any resale
          certificates, information regarding out-of-state or out-of-country
          sales or use of equipment, materials, or services, and other exemption
          certificates or information reasonably requested by either Party.
          [**].

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          The Parties shall [**] in accordance with [**].

          At AT&T's request, Amdocs shall provide AT&T with written evidence of
          Amdocs' filing of all required tax forms and returns required in
          connection with any Service Taxes collected from AT&T, and its
          collection and remittance of all applicable Service Taxes.

     (g)  TAX AUDITS OR PROCEEDINGS. Each Party will promptly notify the other
          of, and coordinate with the other, the response to and settlement of,
          any claim for taxes asserted by applicable taxing authorities for
          which the other Party is responsible hereunder. With respect to any
          claim arising out of a form or return signed by a Party to this
          Agreement, such Party will have the right to elect to control the
          response to and settlement of the claim, but the other Party will have
          all rights to participate in the responses and settlements that are
          appropriate to its potential responsibilities or liabilities. Each
          Party also shall have the right to request the other Party to
          challenge the imposition of taxes for which it is financially
          responsible under this Agreement. If either Party requests the other
          to challenge the imposition of any tax, the requesting Party will
          reimburse the other for all fines, penalties, interest, additions to
          taxes (penalty in notice) or similar liabilities imposed in connection
          therewith, plus the reasonable legal fees and expenses it incurs. A
          Party shall be entitled to any tax refunds or rebates granted to the
          extent such refunds or rebates are of taxes that were paid by it.

     (h)  TAX FILINGS. Each Party represents, warrants and covenants that it
          will file appropriate tax returns, and pay applicable taxes owed
          arising from or related to the provision of the Services in applicable
          jurisdictions. Amdocs represents, warrants and covenants that it is
          registered to and will collect and remit Service Taxes in all
          applicable jurisdictions.

     (i)  EXCLUSION OF VALUE-ADDED TAXES AND OTHER FOREIGN TAXES.
          Notwithstanding anything to the contrary in the foregoing or elsewhere
          in this Agreement, AT&T shall not be obligated to pay or reimburse
          Amdocs for value-added taxes, U.S. withholding taxes, non-U.S.
          withholding taxes or for any other taxes that would not be payable if
          Amdocs were a U.S. entity or if the Services were provided from within
          the U.S.

     (j)  OTHER EXCLUSION. For the avoidance of doubt, AT&T shall not be liable
          for or pay any taxes: (i) imposed on or with respect to Amdocs' net or
          gross income, capital or franchise taxes; (ii) in the nature of
          employee withholding taxes, FICA, Medicare taxes, unemployment
          insurance or other similar taxes; (iii) imposed on, with respect to,
          or in connection with Amdocs' purchase of any supplies,

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          materials, equipment, software or services for use in providing the
          Materials or Services; or (iv) in the nature of licenses or permits
          required to provide the Material or Services.

11.5 [**].

     (a)  [**]. As used in this Agreement, [**] means a circumstance in which
          [**] include the following:

          (i)  changes [**];

          (ii) changes [**];

          (iii) [**];

          (iv) changes [**];

          (v)  changes [**];

          (vi) changes [**];

          (vii) changes [**];

          (viii) changes [**]; and

          (ix) [**] pursuant to SECTION 11.5.

          Notwithstanding anything to the contrary, the events described in
          (iii) above shall be deemed an [**].

     (b)  RESERVED.

     (c)  CONSEQUENCE. If an [**] occurs, the Parties shall utilize the process
          set forth in SECTION 9.5, if applicable, and the following with
          respect to the Charges.

          (i)  Amdocs and AT&T shall [**] upon schedule. As the [**] specified
               on SCHEDULE J shall be promptly and equitably [**] as agreed
               between the Parties; provided, that [**] for any net costs or
               expenses incurred to realize such efficiencies, economies,
               savings or resource utilization reductions if and to the extent
               [**] (i) notifies [**] such costs, (ii) uses commercially
               reasonable efforts to [**] expenses, and (iii) uses commercially
               reasonable efforts to [**].

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          (ii) [**] shall [**] than such [**] the applicable rates specified in
               SCHEDULE J had been [**].

11.6 [**].

     (a)  [**]. Subject to SECTION 9.4, Amdocs shall provide [**] and support
          [**].

     (b)  [**]. The Parties agree that [**] the Parties shall [**].

     (c)  [**]. [**] to provide [**] generally [**] to be [**] generally
          (collectively, "NEW ADVANCES"), Amdocs shall, subject to SECTION 9.5,
          [**] with the [**].

     (d)  [**]. Amdocs shall [**] shall include [**].

11.7 PRORATION.

     Periodic Charges under this Agreement are to be computed on a calendar
     month basis, and shall be prorated for any partial month on a calendar day
     basis.

11.8 REFUNDABLE ITEMS.

     (a)  PREPAID AMOUNTS. Where AT&T has prepaid for a Service for which Amdocs
          is assuming financial responsibility under this Agreement, Amdocs
          shall refund to AT&T, upon either Party identifying the prepayment,
          that portion of such prepaid expense that is attributable to periods
          on and after the Commencement Date. After termination or expiration of
          this Agreement for any reason, where Amdocs has prepaid for a service
          that will be received by AT&T after termination or expiration of this
          Agreement, AT&T shall refund to Amdocs, upon either Party identifying
          the prepayment, that portion of such prepaid expense that is
          attributable to periods on and after the termination or expiration
          date.

     (b)  REFUNDS AND CREDITS. If Amdocs should receive a refund, credit,
          discount or other rebate for goods or services paid for by AT&T on a
          Pass-Through Expense, or cost-reimbursement basis, then Amdocs shall
          (i) notify AT&T of such refund, credit, discount or rebate and (ii)
          pay the full amount of such refund, credit, discount or rebate to
          AT&T.

11.9 [**].

     (a)  [**]. [**] the Services [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     (b)  [**]. In [**] under this SECTION 11.9, the [**] shall [**]: (i) [**]
          over the term of the agreement; (ii) the [**] customer employees and
          third party contractors; (iii) the [**]; (iv) the [**]; (vi) the [**];
          (vii) whether [**]; (viii) the scope and mix of services; (ix)
          required [**]; (x) [**]; (xi) legal and financial [**]; (xii) [**]
          pricing; (xiii) [**] components; (xiv) required [**]; (xv) ability to
          [**]; (xvi) service level [**]; (xvii) availability of [**]; and
          (xviii) other [**], all as determined by [**].

     (c)  CONFIDENTIALITY AND COOPERATION. Any [**] shall agree in writing to be
          bound by the confidentiality and security provisions specified in this
          Agreement and shall enter into a reasonable non-disclosure agreement
          with Amdocs, which non-disclosure Agreement shall not restrict
          disclosure to AT&T or any Affiliate. Amdocs shall cooperate fully with
          AT&T and [**] and will provide [**] to information and personnel [**].
          Notwithstanding the foregoing, Amdocs shall [**] customers. The [**]
          operations under this Agreement.

     (d)  [**]. The [**] will not begin until at least [**] after the FARA
          Effective Date. [**] of the Services as a whole shall [**] during the
          Term measured from the date the prior [**] of such Services commenced;
          [**] during the Term measured from the date the prior [**] (or all of
          the Services) commenced.

     (e)  [**]. Benchmarkers that may be selected by AT&T are: [**]. AT&T may
          use another [**].

     (f)  PROFILE. The Parties shall provide to the [**], including the
          following: a detailed description of the [**] reasonably necessary to
          achieve the purpose of this SECTION 11.9.

     (g)  SCOPE REVIEW. The [**] shall meet with the Parties to: (1) [**]
          professional judgment.

     (h)  [**]. [**] of the [**] report and Amdocs shall have [**], including
          through the dispute resolution procedures of ARTICLE 19.

     (i)  [**]. Subject to SECTION 11.9(J), if the [**] determines that the
          [**], then:

          (i)  [**].

          (ii) Amdocs will [**].

          (iii) If Amdocs [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     (j)  SMALL SAMPLES.

          (i)  The [**] shall be computed [**].

          (ii) If the [**] is computed based [**].

11.10 [**].

     Amdocs [**].

12.  INVOICING AND PAYMENT.

12.1 INVOICING.

     (a)  INVOICE. [**], Amdocs will invoice for any Charges or amounts due and
          owing [**] in accordance with this Agreement. Notwithstanding the
          foregoing, [**]. The invoice shall be delivered to AT&T at AT&T
          Services, Inc. 100 E. Big Beaver, Troy MI, 48083, Attention: AT&T IT
          Governance Financial Manager (or such other address designated by
          AT&T). Except as otherwise set forth herein, Amdocs shall not invoice
          AT&T for any advance or concurrent Charges or other amounts.

     (b)  INVOICING PROCEDURES, FORMAT AND DATA. Unless otherwise directed by
          AT&T, Amdocs shall provide a single monthly invoice in the format of
          EXHIBIT 1.B for the Charges related to the BAPCO related Eligible
          Recipients and another single invoice in the format of EXHIBIT 1 for
          AT&T and all other Eligible Recipients. Each invoice shall be provided
          electronically if requested by AT&T. Each invoice shall include all
          details necessary to meet AT&T's requirements, [**] requirements.
          [**].

     (c)  CREDITS. To the extent a credit [**] may be due to AT&T pursuant to
          this Agreement, Amdocs shall provide AT&T with an appropriate credit
          against amounts then due and owing; if no further payments are due to
          Amdocs, Amdocs shall pay such amounts to AT&T [**].

     (d)  LATE INVOICES. [**], Amdocs shall [**]; provided, however, such [**]
          with respect to amounts relating to EXHIBIT 11.

12.2 PAYMENT DUE.

     Subject to the other provisions of this ARTICLE 12, each invoice provided
     for under SECTION 12.1 shall be due and payable [**] of such invoice,
     unless the amount in question

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     is disputed in accordance with SECTION 12.4. Notwithstanding any other
     remedies available to Amdocs under this Agreement or under applicable law,
     payment more than [**] days after the due date shall bear interest from the
     date payment is due at the rate of [**] percent ([**]%) per annum [**],
     unless the amount in arrears is disputed in good faith and until such
     dispute is resolved. However, the undisputed amounts shall be paid by AT&T
     without delay as aforesaid.

12.3 [**].

     With respect to any [**] hereunder.

12.4 [**].

     [**] subject to the following:

     (a)  [**]. [**] in accordance with this Agreement, [**].

     (b)  [**]. [**] in accordance with this Agreement, [**].

     (c)  [**]. [**] Amdocs shall [**].

     (d)  [**]. [**] in this Agreement, [**] under this Agreement [**] of this
          Agreement.

     (e)  [**]. [**] may otherwise have [**].

     (f)  [**]. [**], AT&T shall [**].

13.  AT&T DATA AND OTHER PROPRIETARY INFORMATION.

13.1 AT&T OWNERSHIP OF AT&T DATA.

     AT&T Data are and shall remain the property of AT&T. Amdocs shall promptly
     deliver, or provide AT&T access to, AT&T Data to AT&T in the format, on the
     media and in the timing prescribed by AT&T (i) at any time at AT&T's
     request, (ii) at the expiration or termination of this Agreement and the
     completion of all requested Termination Assistance Services, or (iii) with
     respect to particular AT&T Data, at such earlier date that such data are no
     longer required by Amdocs to perform the Services. Thereafter, Amdocs shall
     return or destroy, as directed by AT&T, all copies of the AT&T Data in
     Amdocs' possession or under Amdocs' control [**] and deliver to AT&T
     written certification of such return or destruction signed by an officer of
     Amdocs. [**]. AT&T Data shall not be utilized by Amdocs for any purpose
     other than the performance of Services under this Agreement and the
     resolution of disputes (consistent with SECTION

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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     13.3(B)(III)) nor shall AT&T Data be sold, assigned, leased, commercially
     exploited or otherwise provided to or accessed by third parties by or on
     behalf of Amdocs or Amdocs Personnel or otherwise. Amdocs shall promptly
     notify AT&T if Amdocs believes that any use of AT&T Data by Amdocs
     contemplated under this Agreement or to be undertaken as part of the
     Services is inconsistent with the foregoing. Amdocs shall not possess or
     assert any lien or other right against or to AT&T Data. Without affecting
     the other provisions of this Agreement, including their interpretation and
     application, the Parties specifically acknowledge in the context of this
     Section that it applies to AT&T Personal Data, including CPI and CPNI.

13.2 SAFEGUARDING AT&T DATA.

     (a)  SAFEGUARDING PROCEDURES. Amdocs shall establish and maintain
          environmental, safety and facility procedures, data security
          procedures and other safeguards against the destruction, loss,
          unauthorized access or alteration of AT&T Data in the possession of
          Amdocs which are [**] as of the Commencement Date [**] and applicable
          Laws. Amdocs will revise and maintain such procedures and safeguards
          upon AT&T's request. AT&T shall have the right to establish backup
          security for AT&T Data and to keep backup copies of the AT&T Data in
          AT&T's possession at AT&T's expense if AT&T so chooses. Amdocs shall
          remove all AT&T Data from any media taken out of service and shall
          destroy or securely erase such media in accordance with the Policy and
          Procedures Manual. No media on which AT&T Data is stored may be used
          or re-used to store data of any other customer of Amdocs or to deliver
          data to a third party, including another Amdocs customer, unless
          securely erased in accordance with the Policy and Procedures Manual.
          In the event Amdocs discovers or is notified of a breach or potential
          breach of security relating to AT&T Data, Amdocs will expeditiously
          under the circumstances notify AT&T and investigate and remediate the
          effects of such breach or potential breach of security and will
          provide AT&T with such assurances as AT&T shall request that such
          breach or potential breach will not recur.

     (b)  RECONSTRUCTION PROCEDURES. As part of the Services, Amdocs shall be
          responsible for developing and maintaining procedures for the
          reconstruction of lost AT&T Data which are [**] as of the Commencement
          Date [**], and (ii) [**].

     (c)  CORRECTIONS. Amdocs shall at all times adhere to the procedures and
          safeguards specified in SECTION 13.2(A) and (B), and shall correct, at
          no Charge to AT&T, any destruction, loss or alteration of any AT&T
          Data attributable to the failure of Amdocs or Amdocs Personnel to
          comply with Amdocs' obligations under this Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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13.3 CONFIDENTIALITY.

     (a)  PROPRIETARY INFORMATION. Amdocs and AT&T each acknowledge that the
          other possesses and will continue to possess information that has been
          developed or received by it, has commercial value in its or its
          customer's business and is not in the public domain. Except as
          otherwise specifically agreed in writing by the Parties, "PROPRIETARY
          INFORMATION" means (i) this Agreement and the terms thereof; (ii) all
          information marked confidential, restricted or proprietary by either
          Party; and (iii) any other information that is treated as confidential
          by the disclosing Party and would reasonably be understood to be
          confidential, whether or not so marked. In the case of AT&T and the
          Eligible Recipient, Proprietary Information also shall include
          Software provided to Amdocs by or through AT&T or the Eligible
          Recipients, Developed Materials, AT&T Data, attorney-client privileged
          materials, attorney work product, customer lists, customer information
          and pricing, strategic plans, account information, research
          information, chemical formulae, rate case strategies, trade secrets,
          financial/accounting information, human resources and personnel
          information, marketing/sales information, information regarding
          businesses, plans, operations, third party contracts, internal or
          external audits, rate cases, law suits or other information or data
          obtained, received, transmitted, processed, stored, archived, or
          maintained by Amdocs under this Agreement. By way of example, AT&T
          Proprietary Information shall include [**]. In the case of Amdocs,
          Proprietary Information shall include [**].

     (b)  OBLIGATIONS.

          (i)  During the term of this Agreement and at all times thereafter,
               Amdocs and AT&T shall not disclose, and shall maintain the
               confidentiality of, all Proprietary Information of the other
               Party. AT&T and Amdocs shall each use at least the same degree of
               care to safeguard and to prevent disclosing to third parties the
               Proprietary Information of the other as it employs to avoid
               unauthorized disclosure, publication, dissemination, destruction,
               loss, or alteration of its own like information (or information
               of its customers) of a similar nature, but not less than
               reasonable care. Amdocs Personnel shall have access to AT&T
               Proprietary Information only to the extent necessary for such
               person to perform his or her obligations under or with respect to
               this Agreement or as otherwise naturally occurs in such person's
               scope of responsibility, provided that such access is not in
               violation of Law.

          (ii) The Parties may disclose Proprietary Information to their
               Affiliates, auditors, attorneys, accountants, consultants,
               contractors and

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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               subcontractors, where (A) use by such person or entity is
               authorized under this Agreement, (B) such disclosure is necessary
               for the performance of such person's or entity's obligations
               under or with respect to this Agreement or otherwise naturally
               occurs in such person's or entity's scope of responsibility, (C)
               the person or entity (and its applicable officers and employees)
               agree in writing to assume the obligations described in this
               SECTION 13.3, and (D) the disclosing Party assumes full
               responsibility for the acts or omissions of such person or entity
               and takes all reasonable measures to ensure that the Proprietary
               Information is not disclosed or used in contravention of this
               Agreement. Any disclosure to such person or entity shall be under
               the terms and conditions as provided herein. Each Party's
               Proprietary Information shall remain the property of such Party.
               Notwithstanding the foregoing, consultants, contractors, and
               subcontractors of each Party shall enter into a non-disclosure
               agreement substantially in the form of EXHIBIT 5 or 6, as
               applicable with the other Party prior to receiving Proprietary
               Information of the first Party.

               Notwithstanding the foregoing, AT&T shall not provide Amdocs
               Proprietary Information to Direct Amdocs Competitors (and such
               Direct Amdocs Competitors shall receive no right or license to
               the same) [**].

          (iii) Neither Party shall (i) make any use or copies of the
               Proprietary Information of the other Party except as contemplated
               by this Agreement, (ii) acquire any right in or assert any lien
               against the Proprietary Information of the other Party, (iii)
               sell, assign, transfer, lease, or otherwise dispose of
               Proprietary Information to third parties or commercially exploit
               such information, including through derivative works, or (iv)
               refuse for any reason (including a default or material breach of
               this Agreement by the other Party) to promptly provide the other
               Party's Proprietary Information (including copies thereof) to the
               other Party if requested to do so. Upon expiration or any
               termination of this Agreement and completion of each Party's
               obligations under this Agreement, each Party shall return or
               destroy, as the other Party may direct, all documentation in any
               medium that contains, refers to, or relates to the other Party's
               Proprietary Information [**]. Each Party shall deliver to the
               other Party written certification of its compliance with the
               preceding sentence signed by an officer of such Party. In
               addition, each Party shall take all necessary steps to ensure
               that its employees comply with these confidentiality provisions.

     (c)  EXCLUSIONS. SECTION 13.3(B) shall not apply to any particular
          information which

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          the receiving Party can demonstrate by written documentation (i) is,
          at the time of disclosure to it, in the public domain other than
          through a breach of the receiving Party's or a third party's
          confidentiality obligations; (ii) after disclosure to it, is published
          by the disclosing Party or otherwise becomes part of the public domain
          other than through a breach of the receiving Party's or a third
          party's confidentiality obligations; (iii) is lawfully in the
          possession of the receiving Party at the time of disclosure to it;
          (iv) is received from a third party having a lawful right to disclose
          such information; or (v) is independently developed by the receiving
          Party without reference to Proprietary Information of the furnishing
          Party. In addition, the receiving Party shall not be considered to
          have breached its obligations under this SECTION 13.3 for disclosing
          Proprietary Information of the other Party as required, in the opinion
          of legal counsel, to satisfy any legal requirement of a competent
          government body, provided that, promptly upon receiving any such
          request, such Party advises the other Party of the Proprietary
          Information to be disclosed and the identity of the third party
          requiring such disclosure prior to making such disclosure in order
          that the other Party may interpose an objection to such disclosure,
          take action to assure confidential handling of the Proprietary
          Information, or take such other action as it deems appropriate to
          protect the Proprietary Information. The receiving Party shall use
          commercially reasonable efforts to cooperate with the disclosing Party
          in its efforts to seek a protective order or other appropriate remedy
          or in the event such protective order or other remedy is not obtained,
          to obtain assurance that confidential treatment will be accorded such
          Proprietary Information.

     (d)  LOSS OF PROPRIETARY INFORMATION. Each Party shall: (i) immediately
          notify the other Party of any possession, use, knowledge, disclosure,
          or loss of such other Party's Proprietary Information in contravention
          of this Agreement; (ii) promptly furnish to the other Party all known
          details and assist such other Party in investigating and/or preventing
          the reoccurrence of such possession, use, knowledge, disclosure, or
          loss; (iii) cooperate with the other Party in any investigation or
          litigation deemed necessary by such other Party to protect its rights;
          and (iv) promptly use all commercially reasonable efforts to prevent
          further possession, use, knowledge, disclosure, or loss of Proprietary
          Information in contravention of this Agreement. Each Party shall bear
          any costs it incurs in complying with this SECTION 13.3(D).

     (e)  NO IMPLIED RIGHTS. Nothing contained in this SECTION 13.3 shall be
          construed as obligating a Party to disclose its Proprietary
          Information to the other Party, or as granting to or conferring on a
          Party, expressly or impliedly, any rights or license to any
          Proprietary Information of the other Party.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

     (f)  SURVIVAL. The Parties' obligations of non-disclosure and
          confidentiality shall survive the expiration or termination of this
          Agreement for a period of ten (10) years.

     (g)  INFORMATION - CUSTOMER.

          (i)  Except as provided herein, as between Amdocs and AT&T, title to
               all Customer Information shall be in AT&T. Except as otherwise
               provided herein, no license or rights to any Customer Information
               are granted to Amdocs hereunder.

          (ii) Amdocs acknowledges that Customer Information received may be
               subject to certain privacy laws and regulations and requirements,
               including requirements of AT&T. Amdocs shall consider Customer
               Information to be private, sensitive and confidential.
               Accordingly, with respect to Customer Information, Amdocs shall
               comply with all applicable privacy laws and regulations and
               requirements, including, but not limited to, the CPNI
               restrictions contained in Section 222, and, for AT&T's customers
               residing in California, the Constitution of California (Article
               I, Section 1), the California Public Utilities Code (Sections
               2891 - 2894), and General Order 107-B of the California Public
               Utilities Commission. Accordingly, Amdocs shall:

               (1)  comply with AT&T's privacy policies (which are available at
                    http://att.sbc.com/gen/privacy-policy?pid=2506 or its
                    successors made known to Amdocs);

               (2)  not use any CPNI to market or otherwise sell products to
                    AT&T's customers, except to the extent necessary for the
                    performance of Services for AT&T or as otherwise approved or
                    authorized by AT&T in this Agreement or in writing;

               (3)  make no disclosure of Customer Information to any party
                    other than AT&T, except to the extent necessary for the
                    performance of Services for AT&T or except such disclosure
                    required under force of law; provided that Amdocs shall
                    provide AT&T with notice immediately upon receipt of any
                    legal request or demand by a judicial, regulatory or other
                    authority or third party to disclose or produce Customer
                    Information; Amdocs shall furnish only that portion of the
                    Customer Information that is legally required to

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

                    furnish and shall provide reasonable cooperation to AT&T
                    should AT&T exercise efforts to obtain a protective order;

               (4)  not incorporate any Customer Information into any database
                    other than in a database maintained exclusively for the
                    storage of AT&T's Customer Information;

               (5)  not incorporate any data from any of Amdocs' other
                    customers, including Affiliates of AT&T, into AT&T's
                    customer database;

               (6)  make no use whatsoever of any Customer Information for any
                    purpose except to comply with the terms of this Agreement;

               (7)  make no sale, license or lease of Customer Information to
                    any other party;

               (8)  restrict access to Customer Information to only those
                    employees of Amdocs that require access in order to perform
                    Services under this Agreement;

               (9)  implement and comply with a data security plan, approved in
                    advance in writing by AT&T, and other procedures as may be
                    agreed by AT&T and Amdocs relative to the security of
                    Customer Information at all times in performing Services
                    hereunder;

               (10) prohibit and restrict access or use of Customer Information
                    by any of Amdocs' other customers, Amdocs' Affiliates, or
                    third parties except as may be agreed otherwise by AT & T;

               (11) promptly return all Customer Information to AT&T upon
                    expiration, Termination or Cancellation of this Agreement or
                    applicable schedule or Order, unless expressly agreed or
                    instructed otherwise by AT & T; and

               (12) immediately notify AT&T upon Amdocs' awareness of (A) any
                    breach of the above-referenced provisions, (B) any
                    disclosure (inadvertent or otherwise) of Customer
                    Information to any third party not expressly permitted
                    herein to receive or have access to such Customer
                    Information, or (C) a breach of, or other security incident
                    involving, Amdocs' systems or network that could cause or
                    permit access to Customer Information inconsistent with the
                    above-referenced provisions, and such notice shall include
                    the

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

                    details of the breach, disclosure or security incident.
                    Amdocs shall fully cooperate with AT&T in determining, as
                    may be necessary or appropriate, actions that need to be
                    taken including, but not limited to, the full scope of the
                    breach, disclosure or security incident, corrective steps to
                    be taken by Amdocs, the nature and content of any customer
                    notifications, law enforcement involvement, or
                    news/press/media contact etc., and Amdocs shall not
                    communicate directly with any AT&T customer without AT&T's
                    consent, which such consent shall not be unreasonably
                    withheld.

13.4 FILE ACCESS.

     AT&T will have unrestricted access to, and the right to review and retain
     the entirety of, all computer or other files containing AT&T Data, as well
     as all systems and network logs. At no time will any of such files or other
     materials or information be stored or held in a form or manner not
     immediately accessible to AT&T. Amdocs shall provide to the AT&T Contract
     Office all passwords, codes, comments, keys, documentation and the
     locations of any such files promptly upon the request of AT&T, including
     Equipment and Software keys and such information as to format, encryption
     (if any) and any other specifications or information necessary for AT&T to
     retrieve, read, revise and/or maintain such files. [**] AT&T may request
     access [**] as contemplated by this Agreement.

14.  OWNERSHIP OF MATERIALS.

14.1 AT&T OWNED MATERIALS.

     AT&T shall be the sole and exclusive owner, including all United States and
     foreign patent, copyright and other intellectual property rights, of (i)
     all Software and other Materials owned by AT&T or the other Eligible
     Recipients prior to the FARA Effective Date or developed or acquired by or
     on behalf of AT&T or the other Eligible Recipients on or after the FARA
     Effective Date, (ii) all enhancements and Derivative Works of such Software
     and other Materials (other than as expressly agreed in writing by the
     Parties outside the scope of this Agreement), and (iii) certain Developed
     Materials, as provided in SECTION 14.2 (collectively, "AT&T OWNED
     MATERIALS").

14.2 DEVELOPED MATERIALS.

     (a)  OWNERSHIP [**]. Unless the Parties agree otherwise, [**] pursuant to
          this Agreement, but not including [**] of this Agreement [**] in
          connection with the Services provided by Amdocs under this Agreement
          [**]. If any such Developed

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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                                                    Amendment No. 02026409.A.010

          Materials may [**] such Developed Materials [**]. Amdocs acknowledges
          [**]such Developed Materials [**]. Amdocs agrees [**]. Amdocs is free
          [**] (including under this Agreement) [**] (including rights in the
          [**]).

     (b)  [**]. Amdocs shall, [**] Developed Materials. [**] such Materials;
          [**] for such Materials shall [**] of such Materials [**] applicable
          to Developed Materials.

     (c)  [**]. Notwithstanding SECTION 14.2(A), and except as the Parties may
          otherwise enter into a written amendment reflecting different terms
          therefore, [**] under this Agreement shall be owned [**]; provided,
          however, that any [**]. For the purposes of this SECTION 14.2, "[**]"
          shall mean [**]. [**] hereby grants to AT&T and the Eligible
          Recipients a perpetual, irrevocable (but terminable in accordance with
          the terms of this Agreement) non-exclusive, non-transferable (except
          as otherwise provided in this Agreement), fully paid up, royalty free,
          worldwide right and license to permit [**] (that have entered into a
          non-disclosure agreement with Amdocs (substantially similar to EXHIBIT
          6) and that are not [**] and their successors and assignees but only
          in connection with [**]. For the avoidance of doubt, in the [**] will
          not be altered.

14.3 AMDOCS OWNED MATERIALS.

     (a)  GENERAL. Amdocs shall be the sole and exclusive owner of the (i)
          Materials it lawfully owned prior to the Commencement Date, (ii)
          Materials acquired by Amdocs on or after the Commencement Date
          (including any such Materials purchased from AT&T pursuant to this
          Agreement), (iii) derivative works of Amdocs Owned Software created by
          Amdocs and not otherwise owned by AT&T pursuant to the terms of this
          Agreement, (iv) Materials developed by Amdocs other than in the course
          of the performance of its obligations under this Agreement or in
          connection with the use of any AT&T Data or AT&T Owned Software
          ("AMDOCS OWNED MATERIALS"), including United States and foreign
          intellectual property rights in such Amdocs Owned Materials.

     (b)  EMBEDDED MATERIALS. To the extent that Amdocs desires to embed any
          Amdocs-Owned Materials into any Software or Developed Materials,
          except with respect to the Amdocs Software Package (which is licensed
          to AT&T by Amdocs pursuant to the terms and conditions set forth in
          SCHEDULE X) or as the Parties may otherwise provide in a written
          amendment, Amdocs will clearly identify such proposal and obtain
          AT&T's permission before such embedding. To the extent that
          Amdocs-Owned Materials are embedded in any Developed Materials covered
          by SECTION 14.2(A), Amdocs shall not be deemed to have assigned its
          intellectual property rights in such Amdocs Owned Materials to AT&T,
          but, except as the

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          Parties may otherwise provide in a written amendment, Amdocs hereby
          grants to AT&T a license consistent with the license to the Amdocs
          Software Package pursuant to the terms and conditions set forth in
          SCHEDULE X. For the avoidance of doubt, in the event that AT&T
          declines to provide any consent or enter into any written amendment
          reflecting different terms, Amdocs shall not be obligated to embed
          such Amdocs-Owned Materials in such Developed Materials, but Amdocs'
          obligation to provide the Services in accordance with this Agreement
          will not be altered. In the event Amdocs embeds such Amdocs-Owned
          Materials in such Developed Materials, without AT&T's consent, AT&T
          shall have all rights and license to such Developed Materials
          specified in this Section and SECTIONS 6.9 and 14.6, as applicable.

     (c)  [**]. [**] perform the Services.

14.4 OTHER MATERIALS.

     This Agreement shall not confer upon either Party intellectual property
     rights in Materials of the other Party (to the extent not covered by this
     ARTICLE 14) unless otherwise so provided elsewhere in this Agreement.

14.5 GENERAL RIGHTS AND RESTRICTIONS.

     (a)  COPYRIGHT LEGENDS. Each Party agrees to reproduce copyright legends
          which appear on any portion of the Materials which may be owned by the
          other Party or third parties.

     (b)  [**]. Nothing in this Agreement (including ARTICLES 8 AND 13) [**]
          under this Agreement, [**]; provided, however, that this SECTION
          14.5(B) shall [**] under this Agreement [**].

     (c)  EXERCISING INTELLECTUAL PROPERTY RIGHTS; NO IMPLIED LICENSES. Unless
          expressly stated otherwise and subject to the other provisions of this
          Agreement (including SECTIONS 6.9, 14.6, and 13.3 and SCHEDULE X), all
          license and other intellectual property rights granted hereunder to
          AT&T or the Eligible Recipients may be exercised by their employees
          and AT&T Third Party Contractors (and their employees), provided that
          such Utilization is on behalf, and for the benefit, of AT&T and the
          Eligible Recipients (or their successors and assignees). AT&T shall
          assume full responsibility for the acts or omissions of such persons
          or entities under this Agreement. AT&T shall be Amdocs' primary point
          of contact with respect to such licenses. Except as expressly
          specified in this Agreement, nothing in this Agreement shall be deemed
          to grant to one Party, by implication,

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


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          estoppel or otherwise, license rights, ownership rights or any other
          intellectual property rights in any Materials owned by the other Party
          or any Affiliate of the other Party (or, in the case of Amdocs, any
          Eligible Recipient).

     (d)  INCORPORATED MATERIALS. Should either Party incorporate into Developed
          Materials any intellectual property subject to third party patent,
          copyright or license rights, any ownership or license rights granted
          herein with respect to such Materials shall be limited by and subject
          to any such patents, copyrights or license rights; provided that,
          prior to incorporating any such intellectual property in any
          Materials, the Party incorporating such intellectual property in the
          Materials has disclosed this fact and obtained the prior approval of
          the other Party.

14.6 AT&T RIGHTS UPON EXPIRATION OR TERMINATION OF AGREEMENT.

     As part of the Termination Assistance Services, Amdocs shall provide the
     following to AT&T and the Eligible Recipients with respect to Materials and
     Software:

     (a)  AT&T OWNED MATERIALS. With respect to AT&T Owned Materials, Amdocs
          shall [**]:

          (i)  deliver to AT&T all such Materials and all copies thereof in the
               format and medium in use by Amdocs in connection with the
               Services as of the date of such expiration or termination; and

          (ii) following confirmation by AT&T that the copies of such Materials
               delivered by Amdocs are acceptable and the completion by Amdocs
               of any Termination Assistance Services for which such Materials
               are required, destroy or securely erase all other copies of such
               Materials then in Amdocs' possession and cease using such
               Materials for any purpose.

     (b)  AMDOCS OWNED MATERIALS. With respect to those Materials owned by
          Amdocs or Amdocs Affiliates (or which Amdocs or an Amdocs Affiliate
          has the right to license) and used by them in connection with the
          Services (with the exception of the Amdocs Software Package which is
          licensed to AT&T by Amdocs pursuant to the terms and conditions set
          forth in SCHEDULE X), Amdocs, unless otherwise agreed in advance by
          AT&T in accordance with SECTION 6.4(C), [**]:

          (i)  hereby [**];

          (ii) shall [**]; and

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          (iii) shall [**] of this Agreement [**] set forth on SCHEDULE X with
               respect to maintenance, support, and other services for the
               Amdocs Software Package.

          AT&T shall [**] in this SECTION 14.6(B).

     (c)  THIRD PARTY SOFTWARE AND MATERIALS. To the extent permitted under
          applicable third party agreements, with respect to Third Party
          Software and Materials licensed by Amdocs or Amdocs Affiliates or
          Subcontractors and used by them to provide the Services, Amdocs hereby
          grants to AT&T (or, at AT&T's election, to AT&T's designee who agrees
          to be bound by the confidentiality requirements of a non-disclosure
          agreement as otherwise required under this Agreement) a sublicense
          (with the right to grant sublicenses) offering the same rights and
          warranties with respect to such Third Party Software and Materials
          available to Amdocs (or Amdocs Affiliates or Subcontractors), on the
          same terms and conditions, for the benefit and use of AT&T and the
          Eligible Recipients upon the expiration or termination of this
          Agreement with respect to the Services for which such Third Party
          Software or Materials were used, including any growth or increased
          utilization thereof after the termination or expiration of this
          Agreement; provided that, during the Termination Assistance Services
          period, Amdocs may, with AT&T's approval, substitute one of the
          following for such sublicense:

          (i)  the assignment to AT&T (or, at AT&T's election, to AT&T's
               designee) of the underlying license for such Third Party Software
               or Materials; or

          (ii) the procurement for AT&T (or, at AT&T's election, to AT&T's
               designee) of a new license (with terms at least as favorable as
               those in the license held by Amdocs or its Affiliates or
               Subcontractors and with the right to grant sublicenses) to such
               Third Party Software and Materials for the benefit or use of AT&T
               and the Eligible Recipients.

          In all events, AT&T shall be obligated to make monthly or annual
          payments attributable to periods after the expiration or termination
          of this Agreement with respect to the Services for which such Third
          Party Software or Materials were used for the right to receive
          maintenance or support related thereto, but only to the extent Amdocs
          would have been obligated to make such payments if it had continued to
          hold the licenses in question or AT&T has agreed in advance to make
          such payments.

     (d)  SUBSTITUTE MATERIALS. If and to the extent AT&T has agreed in advance
          to accept substitute software or materials, Amdocs may, in lieu of
          Third Party Software and

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          Materials to which AT&T is otherwise entitled under SECTION 6.4(C),
          deliver the specified licenses and other rights to equivalent software
          and materials which are sufficient to perform, [**] support or
          resources and at the levels of efficiency required by this Agreement,
          the functions of such Third Party Software and Materials after the
          expiration or termination of this Agreement.

15.  REPRESENTATIONS AND WARRANTIES.

15.1 WORK STANDARDS.

     Amdocs represents and warrants that the Services shall be rendered with
     promptness and diligence and shall be executed in a professional and
     workmanlike manner, in accordance [**] the Service Levels. Amdocs
     represents and warrants that it shall use adequate numbers of qualified
     individuals with suitable training, education, experience, competence and
     skill to perform the Services. Amdocs shall provide such individuals with
     training as to new products and services prior to the implementation of
     such products and services in the AT&T environment.

15.2 MAINTENANCE.

     (a)  AMDOCS RESPONSIBILITY. Amdocs represents and warrants that, unless
          otherwise agreed, it shall maintain the Equipment and Software so that
          they operate substantially in accordance with the Service Levels and
          their specifications, including (i) maintaining Equipment in good
          operating condition, subject to normal wear and tear, (ii) undertaking
          repairs and preventive maintenance on Equipment in accordance with the
          applicable Equipment manufacturer's recommendations and requirements,
          and (iii) performing Software maintenance in accordance with the
          applicable Software supplier's documentation, recommendations and
          requirements.

     (b)  OUT OF SUPPORT THIRD PARTY EQUIPMENT AND SOFTWARE. For Third Party
          Equipment and Software no longer supported by the licensor or
          manufacturer for which Amdocs has operational responsibility under
          SCHEDULES E and E.2, Amdocs shall use commercially reasonable efforts
          to perform maintenance for such Equipment or Software as required.

     (c)  REFRESH. To the extent Amdocs has financial responsibility under
          SCHEDULES E and E.1 for Equipment or Software, Amdocs shall Upgrade or
          replace such Equipment or Software as necessary to satisfy its
          obligations under this Agreement, [**].

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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15.3 EFFICIENCY AND COST EFFECTIVENESS.

     Amdocs represents and warrants that it shall use commercially reasonable
     efforts to provide the Services in the most effective manner consistent
     with the required level of quality and performance. Without limiting the
     generality of the foregoing, such actions shall include:

     (a)  TIMING OF ACTIONS. Making adjustments in the timing of actions [**].

     (b)  TIMING OF FUNCTIONS. [**], the performance of non-critical functions
          [**].

     (c)  SYSTEMS OPTIMIZATION. Tuning or optimizing the Systems (including
          memory) used to perform the Services [**].

     (d)  USAGE SCHEDULING. Controlling its use of the System and/or the AT&T
          data network by scheduling usage, where possible, to low utilization
          periods

     (e)  ALTERNATIVE TECHNOLOGIES. Using alternative technologies to perform
          the Services.

     (f)  EFFICIENCY. Efficiently using resources for which AT&T has financial
          responsibility, consistent with industry norms, and compiling data
          concerning such efficient use in segregated and auditable form
          whenever possible.

15.4 SOFTWARE AND MODERNIZATION SERVICES.

     (a)  OWNERSHIP AND USE. Amdocs represents, warrants and covenants that it
          is either the owner of, or authorized to use, any and all Software
          provided and used by Amdocs in providing the Services. As to any such
          Software that Amdocs does not own but is authorized to use, Amdocs
          shall advise AT&T as to the ownership and extent of Amdocs' rights
          with regard to such Software to the extent any limitation in such
          rights would materially impair Amdocs' performance of its obligations
          under this Agreement.

     (b)  AMDOCS OWNED SOFTWARE COMPLIANCE. Amdocs represents, warrants and
          covenants that any Amdocs Owned Software will [**] described therein.

     (c)  DEVELOPED MATERIALS COMPLIANCE. Amdocs represents, warrants and
          covenants that Developed Materials shall [**] set forth in an Order
          for applicable New Services.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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     (d)  AMDOCS SOFTWARE PACKAGE COMPLIANCE. In addition to the
          representations, warranties and covenants above, Amdocs represents,
          warrants and covenants that Amdocs Software Package [**].

     (e)  NONCONFORMITY. In the event that the Amdocs Owned Software, Developed
          Materials or the Amdocs Software Package do not Comply with the
          Specifications and criteria set forth in this Agreement, and/or
          materially and adversely affect the Services provided hereunder,
          Amdocs shall repair in accordance with the provisions of SCHEDULE G or
          replace such Software or Material with conforming Software or
          Material. [**].

     (f)  OUT OF SUPPORT THIRD PARTY SOFTWARE. To the extent Third Party
          Software for which Amdocs is operationally responsible under SCHEDULES
          E and E.2 is no longer supported by the applicable licensor or
          manufacturer, [**].

15.5 NON-INFRINGEMENT.

     (a)  PERFORMANCE OF RESPONSIBILITIES. Except as otherwise provided in this
          Agreement, each Party represents and warrants that it shall perform
          its responsibilities under this Agreement in a manner that does not
          infringe, or constitute an infringement or misappropriation of, any
          patent, copyright, trademark, trade secret or other proprietary or
          privacy rights of any third party; provided, however, that the
          performing Party shall not have any obligation or liability to the
          extent any infringement or misappropriation is caused by (i)
          modifications made by the other Party or its contractors or
          subcontractors, without the knowledge or approval of the performing
          Party, (ii) the other Party's combination of the performing Party's
          work product or Materials with items not furnished, specified or
          reasonably anticipated by the performing Party or contemplated by this
          Agreement, (iii) a breach of this Agreement by the other Party, (iv)
          the failure of the other Party to use corrections or modifications
          provided by the performing Party offering equivalent features and
          functionality, or (v) [**]. Each Party further represents and warrants
          that it will not use or create materials in connection with the
          Services which are or are alleged to be libelous, defamatory or
          obscene.

     (b)  THIRD PARTY SOFTWARE INDEMNIFICATION. In addition, unless otherwise
          agreed, with respect to Third Party Software provided by Amdocs
          pursuant to this Agreement, Amdocs covenants that it shall make
          commercially reasonable efforts to obtain and provide intellectual
          property indemnification for AT&T (or obtain intellectual property
          indemnification for itself and enforce such indemnification

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          on behalf of AT&T) from the suppliers of such Software. [**] under
          this Agreement, or (ii) [**] types of software products.

     (c)  ACTIONS IN CASE OF INFRINGEMENT. In the event that (1) any Materials,
          Developed Materials, Equipment or Software provided by Amdocs or its
          Affiliates or Subcontractors pursuant to this Agreement or used by
          them in the performance of the Services are found or, based upon a
          third party claim or threatened claim of infringement, are likely to
          be found, to infringe upon the patent, copyright, trademark, trade
          secret, or other intellectual property or proprietary rights of any
          third [**] under this Agreement or (2) the continued use of such
          Materials, Developed Materials, Equipment or Software is enjoined,
          Amdocs shall, in addition to defending, indemnifying and holding
          harmless AT&T as provided in SECTION 17.1(A)(III) and to the other
          rights AT&T may have under this Agreement, promptly and at its own
          cost and expense and in such a manner as to minimize the disturbance
          to AT&T's and the Eligible Recipients' business activities do one of
          the following:

          (i)  [**]. [**] such Materials, Developed Materials, Equipment or
               Software.

          (ii) [**]. [**] as contemplated by this Agreement).

          (iii) [**]. [**] such item(s) [**].

15.6 AUTHORIZATION.

     Each Party represents and warrants to the other that:

     (a)  CORPORATE EXISTENCE. It is a corporation duly incorporated, validly
          existing and in good standing under the laws of its State of
          incorporation;

     (b)  CORPORATE POWER AND AUTHORITY. It has the requisite corporate power
          and authority to execute, deliver and perform its obligations under
          this Agreement;

     (c)  LEGAL AUTHORITY. It has obtained all licenses, authorizations,
          approvals, consents or permits required to perform its obligations
          under this Agreement under all applicable Laws and under all
          applicable rules and regulations of all authorities having
          jurisdiction over the Services, except to the extent the failure to
          obtain any such license, authorizations, approvals, consents or
          permits is, in the aggregate, immaterial;

     (d)  DUE AUTHORIZATION. The execution, delivery and performance of this
          Agreement and the consummation of the transactions contemplated by
          this Agreement have

                      RESTRICTED - PROPRIETARY INFORMATION

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   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          been duly authorized by the requisite corporate action on the part of
          such Party; and

     (e)  NO VIOLATION OR CONFLICT. The execution, delivery, and performance of
          this Agreement shall not constitute a violation of any judgment,
          order, or decree; a material default under any material contract by
          which it or any of its material assets are bound; or an event that
          would, with notice or lapse of time, or both, constitute such a
          default.

15.7 INDUCEMENTS.

     Amdocs represents and warrants that it has not given and will not give
     commissions, payments, kickbacks, lavish or extensive entertainment, or
     other inducements of more than minimal value to any employee or agent of
     AT&T in connection with this contract. Amdocs also represents and warrants
     that, to the best of its knowledge, no officer, director, employee, agent
     or representative of Amdocs has given any such payments, gifts,
     entertainment or other thing of value to any employee or agent of AT&T.
     Amdocs also acknowledges that the giving of any such payments, gifts,
     entertainment, or other thing of value is strictly in violation of AT&T's
     policy on conflicts of interest, [**].

15.8 MALICIOUS CODE.

     Each Party shall cooperate with the other Party and shall take commercially
     reasonable actions and precautions (including the use of Antivirus
     Software) consistent with SCHEDULE E to prevent the introduction and
     proliferation of Malicious Code into AT&T's environment or any System used
     by Amdocs to provide the Services. [**] under this Agreement, [**] the
     Malicious Code [**].

15.9 DISABLING CODE.

     Amdocs represents and warrants that, without the prior written consent of
     AT&T, Amdocs shall not insert into the Software any Disabling Code. Amdocs
     further represents and warrants that, with respect to any Disabling Code
     that may be part of the Software, Amdocs shall not invoke or cause to be
     invoked such Disabling Code at any time, including upon expiration or
     termination of this Agreement for any reason, without AT&T's prior written
     consent. Amdocs also represents and warrants that it shall not use Third
     Party Software with Disabling Code without the prior approval of AT&T.

15.10 COMPLIANCE WITH LAWS.

     (a)  COMPLIANCE BY AMDOCS. Amdocs represents and warrants that, with
          respect to the provision of the Services and the performance of its
          other legal and

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          contractual obligations hereunder, it is and shall be in compliance
          with all applicable Laws (including but not limited to those requiring
          the acquisition of applicable permits, certificates, manifests,
          approvals and inspections, applicable to the use of AT&T Sites in the
          provision of Services, and applicable to the Equipment, Software,
          Systems and Services for which Amdocs is operationally responsible) on
          the Effective Date and shall remain in compliance with such Laws for
          the entire term of this Agreement. If a charge or a claim of
          non-compliance by Amdocs with such Laws is made or asserted against
          Amdocs, Amdocs shall promptly notify AT&T of such charge or claim.

     (b)  COMPLIANCE WITH FCC DOCKET NO. 96-115. Notwithstanding and without
          limiting any other provisions of this Agreement, Amdocs represents and
          warrants that, with respect to the provision of the Services and the
          performance of its other legal and contractual obligations hereunder,
          it shall be in compliance with any Laws based on 47 U.S.C. Section 222
          (including the rules and orders issued from Federal Communications
          Commission's CC Docket No. 96-115) and any Laws addressing similar
          subject matters, and shall remain in compliance with such Laws for the
          entire term of this Agreement, including identifying and procuring
          applicable permits, certificates, approvals and inspections required
          under such Laws.

     (c)  COMPLIANCE DATA AND REPORTS. [**], Amdocs shall provide AT&T with data
          and reports in Amdocs' possession necessary for AT&T to comply with,
          all Laws applicable to the Services.

     (d)  SOFTWARE, EQUIPMENT, SYSTEMS AND MATERIALS COMPLIANCE. Amdocs
          covenants that the Software, Equipment, Systems and Materials owned,
          provided or used by Amdocs in providing the Services are in compliance
          with all applicable Laws on the Effective Date and shall remain in
          compliance with such Laws for the entire term of this Agreement.

     (e)  NOTICE OF LAWS. Amdocs shall notify AT&T of any Laws and changes in
          Laws of which Amdocs is aware applicable to the provision of the
          Services and shall, to the extent such Laws or changes in Laws require
          a change in the performance, receipt, or use of the Services, identify
          the impact of such Laws and changes in Laws on Amdocs' performance and
          AT&T's receipt and use of such Services. Amdocs also shall [**] to be
          provided hereunder and shall [**], Amdocs shall [**]. With respect to
          those Laws applicable to AT&T [**], AT&T shall [**]. At AT&T's
          request, Amdocs Personnel shall participate in AT&T provided
          regulatory compliance training programs.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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     (f)  AT&T NOTICE OF LAWS. AT&T shall notify Amdocs of any Laws and changes
          in Laws specific to the provision of directories services by AT&T as
          AT&T becomes aware of such changes of Laws in the same manner and to
          the same extent as AT&T notifies its employees, and shall, to the
          extent such Laws or changes in Laws require a change in the
          performance, receipt, or use of the Services, identify the impact of
          such Laws and changes in Laws on Amdocs' performance and AT&T's
          receipt and use of the Services.

     (g)  COST OF COMPLIANCE WITH CHANGES IN LAWS. Amdocs shall comply with all
          Laws and changes in Laws applicable to the Services (including Laws
          specifically applicable to AT&T or the Eligible Recipients as
          providers of telecommunication or directories or advertising services
          to the extent Amdocs receives notice of such Laws from AT&T or as
          otherwise provided in SECTION 15.10) and shall implement upon AT&T
          approval any necessary modifications to the Services prior to the
          deadline imposed by the regulatory or governmental body having
          jurisdiction for such requirement or change. With respect to changes
          in the Laws applicable to the provision of telecommunication or
          directories or advertising services by AT&T or the Eligible Recipients
          (excluding Laws applicable to the provision of information technology,
          data processing and/or printing products and services), such
          modifications shall be considered New Services [**] provided by Amdocs
          [**]; provided that, [**] Amdocs shall [**] with compliance with such
          Laws.

     (h)  COMPLIANCE WITH DATA PRIVACY LAWS. Without limiting the foregoing,
          with respect to any AT&T Personal Data, Amdocs shall comply with all
          Laws under applicable Privacy Laws (as well as Laws with respect to
          any CPNI or CPI). Amdocs shall also provide AT&T with such assistance
          as AT&T may reasonably require to fulfill its responsibilities under
          the respective applicable Privacy Laws.

     (i)  COMPLIANCE WITH EXPORT CONTROL LAWS.

          (i)  The Parties shall comply with all export control, import and
               foreign trade sanctions laws, rules and regulations, in their
               performance of this Agreement. Without prejudice to the
               generality of the foregoing, the Parties understand and
               acknowledge that certain Applications, Materials and Services
               (including technical assistance and technical data) to be
               provided hereunder may be subject to export controls under the
               laws and regulations of the United States, the European Union and
               other foreign trade control laws, rules and regulations
               restricting their transfer to certain countries and parties,
               including the US Export Administration Regulations and trade
               sanctions programs administered by the US Department of the

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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               Treasury. Each Party shall comply with all applicable export
               control and other foreign trade laws, rules and regulations in
               the exercise of its rights or performance of its obligations
               hereunder, and shall not use, resell, export, transfer,
               distribute, dispose of or otherwise deal with the Applications or
               any technical data related thereto, directly or indirectly,
               except in full compliance with such laws, rules and regulations.

          (ii) No Party shall use, sell, export, re-export, distribute,
               transfer, dispose or otherwise deal with any such Material or any
               direct product thereof or undertake any transaction or Service
               without first obtaining all necessary consents, permits and
               authorizations and completing such formalities as may be required
               by any such laws or regulations.

          (iii) Amdocs shall be solely responsible for arranging export
               clearance, including applying for and obtaining any permits,
               licenses or other authorizations and complying with export
               clearance formalities, for all exports of Materials and Services
               made by Amdocs hereunder, including exports by Amdocs to its
               Affiliates or Subcontractors and exports from such Affiliates or
               Subcontractors to Amdocs or to AT&T in the United States. AT&T
               agrees to use reasonable efforts to obtain and provide to Amdocs
               in a timely manner any end-user, end-use and other documentation
               and certifications as may reasonably be requested by Amdocs in
               support of any applications made to relevant government
               authorities in connection with such exports.

          (iv) AT&T shall be solely responsible for arranging export clearance,
               including applying for and obtaining any permits, licenses or
               other authorizations and complying with export clearance
               formalities, for all exports of Materials and Services made by
               AT&T hereunder, including exports by AT&T to its Affiliates or
               Subcontractors and exports from such Affiliates or Subcontractors
               to Amdocs or to AT&T in the United States. Amdocs agrees to use
               reasonable efforts to obtain and provide to AT&T in a timely
               manner any end-user, end-use and other documentation and
               certifications as may reasonably be requested by AT&T in support
               of any applications made to relevant government authorities in
               connection with such exports.

          (v)  Each Party represents and warrants for the benefit of the other
               that it shall not export/reexport or otherwise transfer any
               Applications, Materials or Services to any country that is
               subject to US trade sanctions imposed from time to time
               (currently, Cuba, Iran, North Korea, Sudan and Syria), to any

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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               persons or entities located in or organized under the laws of
               such country, or who are owned or controlled by or acting on
               behalf of the governments of such countries, as well as to
               citizens of such countries, or to persons identified from time to
               time on applicable US government restricted party lists (e.g.,
               the US Department of Commerce's Denied Party List, Entity List,
               Unverified List; the US Department of the Treasury's List of
               Specially Designated Nationals and Other Blocked Persons; the US
               Department of State's various non-proliferation lists).

          (vi) Each Party further represents and warrants that it has in place
               compliance mechanisms sufficient to assure compliance with
               applicable export control and foreign trade control laws, rules
               and regulations. Neither Party shall do anything which would
               cause the other Party to be in breach of applicable export
               control or foreign trade control laws, rules and regulations.

     (j)  FOREIGN CORRUPT PRACTICES ACT (FCPA) COMPLIANCE.

          (i)  Without limiting any other provision of this Agreement, in all
               activities associated with the performance of the Services,
               Amdocs shall perform in a manner consistent with the requirements
               of the FCPA. [**].

          (ii) Amdocs agrees that no part of Amdocs' compensation will be used
               for any purpose that could constitute a violation of the FCPA.
               AT&T agrees that it does not desire and will not request any
               service or action by Amdocs which would constitute such a
               violation. Amdocs agrees that it will not hire or in any other
               way retain a foreign official, a foreign political party or
               official thereof, or a candidate for foreign political office for
               any purpose relating to or in connection with the Services.

     (k)  EXECUTIVE ORDER COMPLIANCE. Amdocs' obligation to comply with all Laws
          includes the procurement of permits, certificates, approvals,
          inspections and licenses, when needed, in the performance of this
          Agreement. Amdocs further agrees to comply with all applicable
          Executive Order and Federal regulations as set forth in "Executive
          Orders and Federal Regulations" and by this reference made a part of
          this Agreement.

     (l)  RESPONSIBILITY. [**] on Amdocs, AT&T or the Eligible Recipients [**]
          of Amdocs or its Subcontractors [**] under this Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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     (m)  TERMINATION. In the event that there is any change in Law that results
          in AT&T incurring significantly increased Charges in accordance with
          this Agreement (other than Charges for the Services performed on the
          AT&T Data, Equipment or Software as required to comply with any Law)
          or otherwise materially adversely affects Amdocs' ability to perform
          the Services, then AT&T may at its option terminate this Agreement in
          its entirety or (subject to the application of Change Management
          Procedures) the affected portion of the Services by giving Amdocs at
          least [**] and designating a date upon which such termination shall be
          effective. If AT&T so terminates, Amdocs shall then be entitled to
          charge the applicable Termination Charges that would apply if AT&T
          were terminating under SECTION 20.1(A).

     (n)  GOVERNMENT CONTRACT PROVISIONS.

          (i)  To the extent that Amdocs's performance is subject to certain
               executive orders (including E.O. 11246 and E.O. 13201) and
               statutes (including Section 503 of the Rehabilitation Act of
               1973, as amended; the Vietnam Era Veteran's Readjustment
               Assistance Act of 1974; and the Jobs for Veterans Act) pertaining
               to government contractors, Amdocs shall:

               (1)  comply with such executive orders and statutes, and their
                    implementing regulations, as amended from time to time; and

               (2)  fulfill the obligations of a contractor under the clauses
                    incorporated by this Section.

          (ii) This Section incorporates the following clauses:

               (1)  "Affirmative Action For Workers With Disabilities" (at 48
                    CFR 52.222-36);

               (2)  "Employment Reports On Special Disabled Veterans, Veterans
                    Of The Vietnam Era, and Other Eligible Veterans" (at 48 CFR
                    52.222-37);

               (3)  "Equal Employment Opportunity" (at 48 CFR 52.522-26);

               (4)  "Equal Employment Opportunity Clause " (at 41 CFR
                    Section 60-1.4(a));

               (5)  "Equal Opportunity For Special Disabled Veterans And
                    Veterans of the Vietnam Era" (at 41 CFR Section 60-250.5);

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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               (6)  "Equal Opportunity For Special Disabled Veterans, Veterans
                    Of The Vietnam Era, And Other Eligible Veterans" (at 48 CFR
                    52.222-35);

               (7)  "Equal Opportunity For Workers With Disabilities" (at 41 CFR
                    Section 60-741.5);

               (8)  "Notice Of Employee Rights Concerning Payment Of Union Dues
                    Or Fees" (at 29 CFR Section 470.2);

               (9)  "Notification Of Employee Rights Concerning Payment Of Union
                    Dues Or Fees" (at 48 CFR 52.222-39);

               (10) "Prohibition of Segregated Facilities" (at 48 CFR
                    52.522-21);

               (11) "Small Business Subcontracting Plan" (at 48 CFR 52.219-9);
                    and

               (12) "Utilization Of Small Business Concerns" (at 48 CFR
                    52.219-8).

          (iii) If an Order includes a statement that performance is intended
               for a government contract and incorporates additional government
               contracting provisions, Amdocs shall also fulfill the obligations
               of a contractor or offeror under those additional provisions.

     (o)  OFFSHORE TRANSFER OR PROCESSING OF AT&T DATA.

          Amdocs represents and warrants that, to the extent that its
          performance of the Services includes the transfer, storage or
          processing outside of the United States of AT&T Data or other
          performance of the Services outside of the United States, such
          Services (the "OFFSHORE SERVICES") will be (i) performed in accordance
          with the Agreement and Laws (including Privacy Laws) of the United
          States, European Union (if applicable) and any jurisdiction in which
          the Offshore Services are performed and (ii) performed such that Laws
          permit the transfer of the AT&T Data back into the United States, and
          future performance of the Services within the United States, without
          any additional cost to AT&T or authorization or permission of any
          Entity or government.

          In the event that new Laws or changes in Laws (including as
          contemplated in SECTION 15.10): (i) require that any such Services be
          performed within the United States or any other jurisdiction; (ii)
          prohibit the performance of any Services as Offshore Services; or
          (iii) require that the AT&T Data used in connection with such Offshore
          Services be transferred back to the United States or restrict such

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          AT&T Data from being transferred to or from, or processed in, stored
          in or accessed from any jurisdiction (collectively, "OFFSHORE
          IMPACT"). In such event, Amdocs shall perform all necessary tasks in
          order to continue to perform the Services, including any Offshore
          Services, in compliance with Laws, including, as required by Laws, the
          performance of any or all Services within the United States. Upon the
          event of an Offshore Impact, the Parties will in good faith seek to
          agree on changes, if any, to the Charges appropriate due to the
          increased costs, if any, of Amdocs.

          Amdocs represents and warrants that, to the extent that Offshore
          Services are performed and to the extent that AT&T Data is transferred
          to, processed or stored outside, or accessed from outside of the
          United States and in addition to its other obligations under this
          Agreement, Amdocs shall store and process AT&T Data and store and
          operate all Application Software in a secure environment designed,
          monitored and administered to prevent the violation of Laws or this
          Agreement. In addition, Amdocs shall establish, and require all Amdocs
          Personnel to comply with, stringent policies and rules regarding the
          removal of AT&T Data or Application Software from Amdocs facilities
          and otherwise requiring Amdocs Personnel to act in accordance with
          this Agreement and Laws, and Amdocs shall establish physical and
          logical measures to ensure that such policies and rules are followed.
          Under no circumstances shall AT&T Data or Application Software used in
          Offshore Services be removed from Amdocs facilities.

     (p)  OFFSHORE SERVICE RESTRICTIONS.

          Without limiting Amdocs' obligations or AT&T's rights or any provision
          of this Agreement, Amdocs represents and warrants that, to the extent
          that Offshore Service are performed, no more than [**]% of all Amdocs
          Personnel performing Services will be located outside of the United
          States. If [**] after the FARA Effective Date or thereafter Amdocs has
          not had either (i) more than [**] or (ii) [**], Amdocs may increase
          the percentage of Amdocs Personnel performing such Services outside
          the United States, provided the aggregate percentage does not exceed
          [**]%. Such an increase is subject to Amdocs' demonstrating its
          ability to meet (i) or (ii) above over the immediately preceding [**]
          period and its ability to continue to support business requests for
          support and project development at prescribed Annual Development
          Budget levels. In the event Amdocs has either (i) more than [**] or
          (ii) [**], then the Parties will discuss and consider whether to allow
          Amdocs to increase the percentage of Amdocs Personnel performing
          Services outside the United States, provided that AT&T will not be
          obliged to permit an increase in the percentage of Amdocs Personnel
          performing Services outside the United States until Amdocs has not
          been in violation of (i) or (ii)

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          above at all times for the immediately preceding [**] period.

          However, if Amdocs [**], and without limiting any other rights of
          AT&T, Amdocs shall [**] the level of Amdocs Personnel performing
          Services outside of the United States to no more than [**].

          At any point at least [**] after the FARA Effective Date, Amdocs may
          propose to AT&T that more than [**]% (but less than [**]%) of Amdocs
          Personnel performing Services be located outside of the United States.
          This proposal will consist of a transition plan as well as supporting
          rationale such as continued performance at or above the Critical
          Service Levels, and process improvements and technology improvements
          that support the concept of moving more of the Services outside of the
          United States. AT&T agrees to evaluate these proposals in good faith,
          but AT&T shall have no obligation to agree to any increase in the
          performance of Services outside of the United States.

          AT&T may agree, in its sole discretion, to permit additional Offshore
          Services not authorized under this SECTION 15.10(O) for a reduction in
          Charges based on Amdocs' reduction in costs relating to such
          Offshoring Services.

15.11 [**].

     [**] the Services.

15.12 DISCLAIMER.

     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
     REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER
     EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

15.13 PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS AND CREDIT CARD INFORMATION.

     The Payment Card Industry ("PCI") data security standards are network
     security and business practice guidelines developed for Visa, MasterCard,
     American Express and Discover Card. They were developed to establish a
     minimum security standard with regards to the protection of cardholder's
     account and transaction information. The PCI Security Standards Council,
     LLC (a non-AT&T entity) owns, develops, maintains and distributes the PCI
     Data Security Standard ("DSS"). If Amdocs (including its Subcontractor,
     agent or any third party, acting through, or on behalf of Amdocs) collects,
     processes, handles, and/or maintains credit card data and/or related
     transaction status or

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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     identity information through, for, or on behalf of AT&T (including, without
     limitation, for itself, or in connection with AT&T's joint or co-branded
     relationships and/or its, or their customers, as the case may be), Amdocs
     represents and warrants that it is, and shall remain PCI DSS compliant, if
     applicable, at no cost to AT&T, for the longer of the term of this
     Agreement or any of Amdocs's applicable obligation periods under this
     Agreement, in accordance with the requirements of the PCI DSS. To
     demonstrate compliance, Amdocs will complete and submit annually to AT&T
     the PCI DSS Self-Assessment Questionnaire or other such documentation
     required by the most current PCI DSS, relative to the Services Amdocs
     provides under this Agreement. Notwithstanding anything to the contrary
     contained within the clause entitled Information or any other provision
     within this Agreement, Amdocs acknowledges that credit card information is,
     shall be deemed, and shall be treated as Information under this Agreement
     irrespective of whether or not such Information is conspicuously marked as
     confidential or proprietary and Amdocs's obligation to treat credit card
     related Information as confidential shall survive the termination or
     expiration of this Agreement. Except as may be provided elsewhere in this
     Agreement, nothing contained within this clause shall be construed to mean,
     or means, that Amdocs is authorized to delegate, assign or subcontract any
     portion of its obligations under this clause to any third party.

16.  INSURANCE AND RISK OF LOSS.

16.1 INSURANCE.

     (a)  With respect to Amdocs' performance under this Agreement, and in
          addition to Amdocs' obligation to indemnify, Amdocs shall comply with
          this Section.

     (b)  Amdocs shall maintain insurance coverages and limits required by this
          Section and any additional insurance and/or bonds required by law:

          (i)  at all times during the term of this Agreement and until
               completion of all Services associated with this Agreement ,
               whichever is later; and

          (ii) with respect to any coverage maintained in a "claims-made"
               policy, for [**] years following the term of this Agreement or
               completion of all Services associated with this Agreement,
               whichever is later. If a "claims-made" policy is maintained, the
               retroactive date must precede the commencement of Services under
               this Agreement;

     (c)  Amdocs shall require each Subcontractor that may perform Services
          under this Agreement or enter upon the AT&T Facilities or Amdocs
          facilities to maintain coverages, requirements, and limits at least as
          broad as those listed in this Section

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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          from the time when the subcontractor begins performance of Services,
          throughout the term of the Subcontractor's performance of Services
          and, with respect to any coverage maintained on a "claims-made"
          policy, [**] thereafter.

     (d)  Amdocs shall procure the required insurance from an insurance company
          eligible to do business in the state or states where Services will be
          performed and having and maintaining a Financial Strength Rating of
          "[**]" or better and a Financial Size Category of "[**]" or better, as
          rated in the A.M. Best Key Rating Guide for Property and Casualty
          Insurance Companies, except that, in the case of Workers' Compensation
          insurance, Amdocs may procure insurance from the state fund of the
          state where Services are to be performed.

     (e)  Amdocs shall deliver to AT&T, certificates of insurance stating the
          types of insurance and policy limits, with a cancellation clause
          amended to read as follows: "The issuing company will endeavor to
          provide at least 30 days advance written notice of cancellation or
          non-renewal to AT&T". Amdocs shall deliver such certificates:

          (i)  prior to execution of this Agreement and prior to commencement of
               any Services;

          (ii) prior to expiration of any insurance policy required in this
               Section; and

          (iii) for any coverage maintained on a "claims-made" policy, for [**]
               following the term of this Agreement or completion of all
               Services associated with this Agreement, whichever is later.

     (f)  The Parties agree:

          (i)  the failure of AT&T to demand such certificate of insurance or
               failure of AT&T to identify a deficiency will not be construed as
               a waiver of Amdocs' obligation to maintain the insurance required
               under this Agreement;

          (ii) that the insurance required under this Agreement does not
               represent that coverage and limits will necessarily be adequate
               to protect Amdocs, nor be deemed as a limitation on Amdocs'
               liability to AT&T in this Agreement;

          (iii) Amdocs may meet the required insurance coverages and limits with
               any combination of primary and Umbrella/Excess liability
               insurance; and

          (iv) Amdocs is responsible for any deductible or self-insured
               retention.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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     (g)  The insurance coverage required of Amdocs by this Section shall
          include:

          (i)  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

               $[**] for Bodily Injury be disease - policy limits

               $[**] for Bodily Injury by disease - each employee

               To the fullest extent allowable by law, the policy must include a
               waiver of subrogation in favor of AT&T, its Affiliates, and their
               directors, officers and employees.

               In states where Workers' Compensation insurance is a monopolistic
               state-run system, Amdocs shall add Stop Gap Employers Liability
               with limits not less than $[**] each accident or disease.

          (ii) Commercial General Liability insurance written on Insurance
               Services Office (ISO) Form CG 00 01 12 04 or a substitute form
               providing equivalent coverage, covering liability arising from
               premises, operations, personal injury, products/completed
               operations, and liability assumed under an insured contract
               (including the tort liability of another assumed in a business
               contract) with minimum limits of:

               $[**] General Aggregate limit

               $[**] each occurrence limit for all bodily injury or property
               damage incurred in any one (1) occurrence

               $[**] each occurrence limit for Personal Injury and Advertising
               Injury

               $[**] Products/Completed Operations Aggregate limit

               $[**] each occurrence limit for Products/Completed Operations

               $[**] Damage to Premises Rented to You (Fire Legal Liability)

          (iii) The Commercial General Liability insurance policy must:

                      RESTRICTED - PROPRIETARY INFORMATION

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   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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               (1)  include AT&T, its Affiliates, and their directors, officers,
                    and employees as Additional Insureds. Amdocs shall provide a
                    copy of the Additional Insured endorsement to AT&T. The
                    Additional Insured endorsement may either be specific to
                    AT&T or may be "blanket" or "automatic" addressing any
                    person or entity as required by contract. A copy of the
                    Additional Insured endorsement must be provided within 60
                    days of execution of this Agreement and within 60 days of
                    each Commercial General Liability policy renewal;

               (2)  include a waiver of subrogation in favor of AT&T, its
                    Affiliates, and their directors, officers and employees; and

               (3)  be primary and non-contributory with respect to any
                    insurance or self-insurance that is maintained by AT&T.

          (iv) Business Automobile Liability insurance with minimum limits of
               $[**] each accident for bodily injury and property damage,
               extending to all owned, hired, and non-owned vehicles.

          (v)  Umbrella/Excess Liability insurance with limits of at least $[**]
               each occurrence and in the aggregate with terms and conditions at
               least as broad as the underlying Commercial General Liability,
               Business Auto Liability, and Employers Liability policies.
               Umbrella/Excess Liability limits will be primary and
               non-contributory with respect to any insurance or self-insurance
               that is maintained by AT&T.

          (vi) Fidelity or Crime insurance covering employee dishonesty. Amdocs
               shall include a client coverage endorsement written for limits of
               $[**] in the aggregate and shall include AT&T as Loss Payee.

          (vii) Professional Liability (Errors & Omissions) insurance with
               minimum limits of $[**] each claim or wrongful act and in the
               aggregate.

          (viii) Internet Liability and Network Protection (Cyberrisk) insurance
               with minimum limits of $[**] each claim or wrongful act and in
               the aggregate.

          (ix) Media Liability insurance with minimum limits of $[**] each claim
               or wrongful act and in the aggregate.

          (x)  Property insurance with limits equal to the replacement cost of
               Amdocs' Business Personal Property at the location where Services
               are to be

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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               performed under this Agreement. The Property insurance policy
               will include [**].

16.2 RISK OF LOSS.

     (a)  GENERAL. Except as otherwise provided in ARTICLE 17, each Party shall
          be responsible for risk of loss of, and damage to, any Equipment,
          Software or other materials in its possession or under its control.
          Amdocs shall [**]. Each Party shall promptly notify the other of any
          damage (except normal wear and tear), destruction, loss, theft, or
          governmental taking of any item of Equipment, Software or other
          materials in the possession or under the control of such Party,
          whether or not insured against by such Party, whether partial or
          complete, which is caused by any act, omission, fault or neglect of
          such Party ("EVENT OF LOSS"). Such Party shall be responsible for the
          cost of any necessary repair or replacement of such Equipment,
          Software or other materials due to an Event of Loss; in the event of
          an AT&T Event of Loss, such repair or replacement shall not be
          considered part of Amdocs' maintenance obligations. For an AT&T Event
          of Loss, Amdocs shall coordinate and oversee repair or replacement
          performed by a third-party on a Pass-Through Expenses basis, or by
          Amdocs at agreed-upon prices.

     (b)  WAIVER. Except as provided below, Amdocs and AT&T each waive all
          rights to recover against the other Party for damage, destruction,
          loss, theft, or governmental taking of their respective real or
          tangible personal property (whether owned or leased) from any cause to
          the extent covered by insurance maintained by each of them, [**]. This
          waiver of subrogation shall not extend to the damage, destruction,
          loss or theft of real or tangible personal property caused by the
          negligence or other tortious conduct of the other Party or the failure
          of the other Party to comply with its obligations under this
          Agreement. Amdocs and AT&T will [**] by each Party.

16.3 THIRD PARTY ADMINISTRATOR

     Amdocs understands and acknowledges that AT&T may engage the services of a
     third party administrator (the "ADMINISTRATOR") to perform certain
     Agreement-related administrative functions for AT&T which may include (i)
     collecting and verifying certificates of insurance, (ii) providing
     financial analysis, (iii) verifying certifications under SECTION 9.12
     (Supplier Diversity), and (iv) collecting and verifying Amdocs profile
     information. Amdocs shall (A) cooperate with the Administrator in
     Administrator's performance of such functions, (B) provide such data as the
     Administrator may from time to time request, and (C) pay the Administrator
     a one time set-up fee of $30 and an annual

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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     fee for the performance of such functions (not to exceed $300).
     Notwithstanding any other provision of the Agreement, AT&T may provide
     Proprietary Information regarding Amdocs to the Administrator, as
     appropriate to the exercise AT&T's rights under this Agreement.

17. INDEMNITIES.

17.1 INDEMNITY BY AMDOCS.

     (a)  GENERAL INDEMNIFICATION. Subject to the provisions of SECTION 18.2
          Amdocs agrees to indemnify, defend and hold harmless AT&T and the
          Eligible Recipients and their respective officers, directors,
          employees, agents, representatives, successors, and assigns from any
          and all Losses and threatened Losses relating to third party claims
          arising from or in connection with any of the following:

          (i)  REPRESENTATIONS, WARRANTIES AND COVENANTS. Amdocs' breach of any
               of the representations, warranties and covenants set forth in
               SECTIONS 15.6, 15.10, and 15.13;

          (ii) [**]. [**] on or after the Commencement Date [**] pursuant to
               this Agreement;

          (iii) [**]. [**] on or after the Commencement Date [**] to provide the
               Services;

          (iv) [**]. [**];

          (v)  [**]. [**] proprietary rights [**];

          (vi) [**]. Taxes [**], that are the [**];

          (vii) [**]. [**] or the regulations promulgated thereunder;

          (viii) [**]. [**] under this Agreement, [**] under this Agreement;

          (ix) [**]. [**] to this Agreement;

          (x)  [**]. [**], except to the extent [**];

          (xi) [**]. Any claim (including claims by Transitioned Employees
               transitioned prior to or after the FARA Effective Date) relating
               to any: (i) violation by Amdocs, Amdocs Affiliates or
               Subcontractors, or their

                      RESTRICTED - PROPRIETARY INFORMATION

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               respective officers, directors, employees, representatives or
               agents, of Federal, state, provincial, local, international or
               other Laws or regulations or any common law protecting persons or
               members of protected classes or categories, including laws or
               regulations prohibiting discrimination or harassment on the basis
               of a protected characteristic; (ii) liability arising or
               resulting from [**] from and after [**] from and after [**];
               and/or (vi) [**] under this Agreement; and

          (xii) [**]. [**] associated with this Agreement.

     (b)  [**]. Notwithstanding anything to the contrary in this Agreement, [**]
          in connection with: [**] of this Agreement, and [**] of this
          Agreement.

17.2 INDEMNITY BY AT&T.

     (a)  Subject to the provisions of SECTION 18.2, AT&T agrees to indemnify,
          defend and hold harmless Amdocs and its officers, directors,
          employees, agents, representatives, successors, and assigns, from any
          Losses and threatened losses relating to third party claims arising
          from or in connection with any of the following:

          (i)  [**]. [**];

          (ii) [**]. [**] under this Agreement;

          (iii) [**]. [**];

          (iv) [**]. [**];

          (v)  [**]. [**] under this Agreement, except to the extent [**]

          (vi) [**]. [**] other proprietary rights [**];

          (vii) [**]. [**], that are the [**];

          (viii) [**]. [**] under this Agreement [**] under this Agreement; and

          (ix) [**]. [**] under this Agreement.

     (b)  [**]. Notwithstanding anything to the contrary in this Agreement, [**]
          of this Agreement.

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17.3 ADDITIONAL INDEMNITIES.

     Amdocs and AT&T each agree to indemnify, defend and hold harmless the
     other, and the Eligible Recipients and their respective Affiliates,
     officers, directors, employees, agents, representatives, successors, and
     assigns, from any and all Losses and threatened Losses arising from or in
     connection with any of the following: (a) the death or bodily injury of any
     agent, employee, customer, business invitee, business visitor or other
     person caused by the negligence or other tortious conduct of the indemnitor
     or the failure of the indemnitor to comply with its obligations under this
     Agreement; and (b) the damage, loss or destruction of any real or tangible
     personal property caused by the negligence or other tortious conduct of the
     indemnitor or the failure of the indemnitor to comply with its obligations
     under this Agreement.

17.4 ENVIRONMENTAL MATTERS.

     (a)  EQUIPMENT CONTAINING HAZARDOUS MATERIALS. At least fifteen (15) days
          prior to the delivery of Equipment containing Hazardous Materials for
          which AT&T is financially responsible to an AT&T Site or the transfer
          of ownership of Amdocs-owned Equipment containing Hazardous Materials
          to AT&T, Amdocs shall provide AT&T with a MSDS for such Equipment.
          Each MSDS shall include an attachment indicating the specific worker
          protection equipment requirement for use with the Hazardous Material
          covered thereby. If the Hazardous Material is a chemical defined by
          Proposition 65, the MSDS for said chemical should indicate that the
          chemical is one, which is known to the State of California to cause
          cancer, birth defects, or other reproductive harm. Notwithstanding any
          other provision of this Agreement, AT&T shall have the right, but not
          the duty, to refuse acceptance or rescind the agreement to transfer
          ownership of any Equipment containing Hazardous Materials without
          incurring liability. Amdocs shall also ensure that all Equipment
          addressed in this subsection, which is required by applicable Laws to
          be marked, is so marked. Amdocs shall also provide AT&T with the same
          information, if any, that it provides to any Amdocs Personnel
          concerning the disposition of such Equipment.

     (b)  DISPOSITION OF WASTE. [**] shall investigate, select, and identify the
          transporter, which will be used to transport Waste ("WASTE
          TRANSPORTER") and the facility, which will be used to receive, handle,
          dispose, recycle, or treat Waste ("WASTE FACILITY"). [**] reserves the
          right to veto any Waste Transporter or Waste Facility selection that
          [**] knows or has reason to know is not acceptable. Should Amdocs
          select a Waste Facility that is a RCRA B permitted facility, [**]
          agrees to provide the [**] Environmental Management (EM) regional
          office for the [**] Site producing the Waste with proof that such
          facility meets the financial

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          assurance obligations imposed upon RCRA B permitted facilities by Laws
          to compensate third parties for bodily injury or property damage
          arising from facility operations by (i) a copy of a Hazardous Waste
          Facility Liability endorsement or a copy of the Certificate of
          Liability Insurance on file with the Environmental Protection Agency
          (EPA); (ii) a copy of the letter on file with the EPA from the Waste
          Facility's chief financial officer demonstrating the Waste Facility's
          ability to cover liability claims; (iii) a copy of the corporate
          guarantee on file with the EPA which shows the guarantor has
          sufficient funds to implement the guarantee, or (iv) any combination
          of the above.

          Prior to initiating Waste shipments requiring a generator number, [**]
          shall obtain an [**] generator number from the [**] EM regional office
          for the [**] Site producing the Waste. [**] shall also ensure that (i)
          all applicable shipping documentation (e.g., manifests and bills of
          lading) and labels are properly prepared and affixed to the Waste and
          the Waste is packaged, prepared, and shipped in containers and/or
          vehicles specified by the then current and applicable regulations of
          the U.S. Department of Transportation (DOT), the Environmental
          Protection Agency (EPA) or any successors thereto and/or any other
          federal, state, and/or local agency having jurisdiction. [**] of
          removal of Waste from an [**] Site, Amdocs shall provide the [**] EM
          regional office for the [**] Site producing the Waste with the
          properly dated transporter acknowledgement of receipt of Waste.

          The addresses of the [**] EM regional offices are as follows:

          [**]

          The foregoing list of [**] EM regional offices may be updated from
          time-to-time by AT&T as made known to Amdocs.

     (c)  AT&T WARRANTIES. AT&T warrants that (i) during the term of this
          Agreement AT&T Sites will be in material compliance with applicable
          Environmental Laws; (ii) it shall promptly provide Amdocs with notice
          of any Substance Release of Hazardous Materials of which it has
          knowledge, that is reportable under applicable Environmental Laws, and
          that directly or indirectly affects Amdocs' ability to perform
          Services at AT&T Sites; (iii) if Hazardous Materials in, on, or
          adjacent to any AT&T Site, including such AT&T Site's soil or surface
          or groundwater, directly or indirectly affects Amdocs' activities or
          Amdocs' Personnel at an AT&T Site, AT&T will clean up and remove the
          Hazardous Materials, in accordance with applicable Environmental Laws
          and remediate the AT&T Site, if required by applicable Environmental
          Laws, to the condition

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          approved by the applicable governmental agency; and (iv) it shall
          promptly provide Amdocs with notice of any Environmental Claim
          directly related to any Amdocs Personnel or Amdocs' activities at such
          AT&T Sites.

     (d)  AMDOCS WARRANTIES. Amdocs warrants that (i) it will not use,
          manufacture, store, treat, transport, refine, handle, produce, or
          dispose of a Hazardous Material in, at, on, under, upon or from an
          AT&T Site except in material compliance with applicable Environmental
          Laws; (ii) it shall promptly provide AT&T with notice of any Substance
          Release of Hazardous Materials in, at, on, under, upon, or from an
          AT&T Site of which it has knowledge that is reportable under
          applicable Environmental Laws; (iii) it shall promptly provide AT&T
          with notice of any Environmental Claim directly related to any AT&T
          Site or Amdocs' activities at such AT&T Sites; and (iv) if it causes
          Hazardous Materials to contaminate an AT&T Site, including such AT&T
          Site's soil or surface or groundwater, it will promptly clean up and
          remove such Hazardous Materials in accordance with applicable
          Environmental Laws and remediate the AT&T Site, if required by
          applicable Environmental Laws, to the condition approved by the
          applicable governmental agency.

17.5 INDEMNIFICATION PROCEDURES.

     With respect to third party claims, the following procedures shall apply:

     (a)  NOTICE. Promptly after receipt by any entity entitled to
          indemnification (under SECTION 17.1 through SECTION 17.4 or any other
          provisions of this Agreement) of notice of the commencement or
          threatened commencement of any civil, criminal, administrative, or
          investigative action or proceeding involving a claim in respect of
          which the indemnitee will seek indemnification pursuant to any such
          Section, the indemnitee shall notify the indemnitor of such claim. No
          delay or failure to so notify an indemnitor shall relieve it of its
          obligations under this Agreement except to the extent that such
          indemnitor has suffered actual prejudice by such delay or failure.
          Within fifteen (15) days following receipt of notice from the
          indemnitee relating to any claim, but no later than five (5) days
          before the date on which any response to a complaint or summons is
          due, the indemnitor shall notify the indemnitee that the indemnitor
          elects to assume control of the defense and settlement of that claim
          (a "NOTICE OF ELECTION").

     (b)  PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor delivers a
          Notice of Election within the required notice period, the indemnitor
          shall assume sole control over the defense and settlement of the
          claim; provided, however, that (i) the indemnitor shall keep the
          indemnitee fully apprised at all times as to the status

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          of the defense, and (ii) the indemnitor shall obtain the prior written
          approval of the indemnitee before entering into any settlement of such
          claim asserting any liability against the indemnitee or imposing any
          obligations or restrictions on the indemnitee or ceasing to defend
          against such claim. The indemnitor shall not be liable for any legal
          fees or expenses incurred by the indemnitee following the delivery of
          a Notice of Election; provided, however, that (i) the indemnitee shall
          be entitled to employ counsel at its own expense to participate in the
          handling of the claim, and (ii) the indemnitor shall pay the fees and
          expenses associated with such counsel if, in the reasonable judgment
          of the indemnitee, based on an opinion of counsel, there is a conflict
          of interest with respect to such claim or if the indemnitor has
          requested the assistance of the indemnitee in the defense of the claim
          or the indemnitor has failed to defend the claim diligently. The
          indemnitor shall not be obligated to indemnify the indemnitee for any
          amount paid or payable by such indemnitee in the settlement of any
          claim if (x) the indemnitor has delivered a timely Notice of Election
          and such amount was agreed to without the written consent of the
          indemnitor, (y) the indemnitee has not provided the indemnitor with
          notice of such claim and a reasonable opportunity to respond thereto,
          or (z) the time period within which to deliver a Notice of Election
          has not yet expired.

     (c)  PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the indemnitor
          does not deliver a Notice of Election relating to any claim within the
          required notice period, the indemnitee shall have the right to defend
          the claim in such manner, as it may deem appropriate. The indemnitor
          shall promptly reimburse the indemnitee for all such costs and
          expenses incurred by the indemnitee, including attorneys' fees.

17.6 SUBROGATION.

     Except as otherwise provided in SECTIONS 16.1 or 16.2 in the event that an
     indemnitor shall be obligated to indemnify an indemnitee pursuant to
     SECTION 17.1 through SECTION 17.4 or any other provision of this Agreement,
     the indemnitor shall, upon payment of such indemnity in full, be subrogated
     to all rights of the indemnitee with respect to the claims to which such
     indemnification relates.

18.  LIABILITY.

18.1 FORCE MAJEURE.

     (a)  GENERAL. Subject to SECTION 18.1(C), neither Party shall be liable for
          any default or delay in the performance of its obligations under this
          Agreement if and to the

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          extent such default or delay is caused, directly or indirectly, by
          fire, flood, earthquake, elements of nature or acts of God; wars,
          riots, civil disorders, rebellions or revolutions, or any other
          similar cause beyond the reasonable control of such Party, except to
          the extent the non-performing Party is at fault in failing to prevent
          or causing such default or delay, and provided that such default or
          delay cannot reasonably be circumvented by the non-performing Party
          through the use of alternate sources, workaround plans or other means.
          A strike, lockout or labor dispute involving Amdocs or a Subcontractor
          and its own personnel shall not excuse Amdocs from its obligations
          hereunder. [**]. Notwithstanding the foregoing, force majeure events
          shall not excuse AT&T's payment obligations under this Agreement for
          Services received from Amdocs (or an alternative source paid by Amdocs
          as permitted under this Section).

     (b)  DURATION AND NOTIFICATION. In such event, the non-performing Party
          shall be excused from further performance or observance of the
          obligation(s) so affected for as long as such circumstances prevail
          and such Party continues to use all commercially reasonable efforts to
          recommence performance or observance whenever and to whatever extent
          possible without delay. The Party so prevented, hindered or delayed in
          its performance shall, as quickly as practicable under the
          circumstances, notify the Party to whom performance is due by
          telephone (to be confirmed in writing within one (1) day of the
          inception of such delay) and describe at a reasonable level of detail
          the circumstances of the force majeure event, the steps being taken to
          address such force majeure event, and the expected duration of such
          force majeure event.

     (c)  [**]. If any event described in [**] of this Agreement [**] and [**]
          hereunder shall be [**] this Agreement [**] of this Agreement.

     (d)  DISASTER RECOVERY. Upon the occurrence of a force majeure event,
          Amdocs shall implement promptly, as appropriate, its disaster recovery
          plan and provide disaster recovery services, and shall periodically
          update and test such disaster recovery plan, as described in SCHEDULE
          E and SCHEDULE G. The occurrence of a force majeure event shall not
          relieve Amdocs of its obligation to implement its disaster recovery
          plan and provide disaster recovery services.

     (e)  [**]. [**] in accordance with this Agreement [**] hereunder [**].

     (f)  [**]. [**] under this Agreement [**].

18.2 LIMITATION OF LIABILITY.

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     (a)  LIMITATIONS. EXCEPT AS PROVIDED IN THIS SECTION 18.2, NEITHER PARTY
          SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL,
          EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE, REGARDLESS OF
          THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY
          HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additionally,
          except as provided below, the total aggregate liability of either
          Party, for claims asserted by the other Party under or in connection
          with this Agreement, regardless of the form of the action of the
          theory of recovery, shall be limited as follows:

          (i)  [**] the Term [**] the Term);

          (ii) [**]; and

          (iii) [**].

          For purposes of this SECTION 18.2(A[**] for the purposes of the
          foregoing.

     (b)  [**]. The limitations of liability set forth in SECTION 18.2(A) [**]:

          (i)  [**];

          (ii) [**] under this Agreement, provided, however, with respect to
               [**];

          (iii) [**] of this Agreement [**];

          (iv) [**] to provide [**];

          (v)  Intentionally blank;

          (vi) [**] under this Agreement;

          (vii) [**] under ARTICLE 13; or

          (viii) [**] of this Agreement, and [**] of this Agreement. For the
               purpose of this SUBSECTION 18.2(B)(VIII), [**].

          Except as otherwise explicitly stated, nothing in this provision shall
          be interpreted to limit a Party's ability to recover available damages
          under other provisions of this Agreement.

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     (c)  [**]. [**] under this Agreement shall [**]. In addition, [**].

     (d)  [**]. [**] in connection with this Agreement [**] this Agreement. In
          the event that [**] as set forth on [**] under this SECTION 18.2(D)
          [**] as set forth [**].

     (e)  [**] with this Agreement:

          (i)  [**];

          (ii) [**] thereof;

          (iii) [**];

          (iv) [**] under this Agreement;

          (v)  [**] in accordance with this Agreement;

          (vi) [**] under this Agreement;

          (vii) [**];

          (viii) [**]; and

          (ix) [**].

     (f)  [**]. Notwithstanding anything to the contrary in this Agreement, [**]
          pursuant to this Agreement [**] during the term [**].

19.  DISPUTE RESOLUTION.

19.1 INFORMAL DISPUTE RESOLUTION.

     Prior to the initiation of formal dispute resolution procedures with
     respect to any dispute, other than as provided in SECTION 19.1(C) or
     SECTION 20.9, the Parties shall first attempt to resolve such dispute
     informally, as follows:

     (a)  INITIAL EFFORT. The Parties agree that they shall attempt in good
          faith to resolve all disputes (other than those described in SECTION
          19.(C) or SECTION 20.9) in accordance with Section 4.0 of Part 5 of
          SCHEDULE E (Statement of Work - Governance). In the event of a dispute
          that is not resolved or resolvable in accordance therewith, either
          Party may refer the dispute for resolution in accordance with SECTION
          19.2 below upon written notice to the other Party.

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     (b)  PROVISION OF INFORMATION. During the course of negotiations under
          SECTION 19.1(A) above, all reasonable requests made by one Party to
          another for non-privileged information, reasonably related to the
          dispute, will be honored in order that each of the Parties may be
          fully advised of the other's position. All negotiation shall be
          strictly confidential and used solely for the purposes of settlement.
          Any materials prepared by one Party for these proceedings shall not be
          used as evidence by the other Party in any subsequent arbitration or
          litigation; provided, however, the underlying facts supporting such
          materials may be subject to discovery.

     (c)  PREREQUISITE TO FORMAL PROCEEDINGS. Formal proceedings for the
          resolution of a dispute may not be commenced until the completion of
          the process for dispute resolution set forth in Section 4.0 of Part 5
          of SCHEDULE E (Statement of Work - Governance). The time periods
          specified in Section 4.0 of Part 5 of SCHEDULE E (Statement of Work -
          Governance) shall not be construed to prevent a Party from
          instituting, and a Party is authorized to institute, formal
          proceedings earlier to (A) avoid the expiration of any applicable
          limitations period, (B) preserve a superior position with respect to
          other creditors, or (C) address a claim arising out of the
          infringement, misappropriation or other violation of a Party's
          intellectual property rights by the other Party or the breach of a
          Party's obligations under ARTICLE 13 or a dispute subject to SECTION
          20.9.

19.2 ARBITRATION.

     (a)  Except for claims arising out of the breach of a Party's obligations
          under ARTICLE 13 or disputes subject to SECTION 20.9, any controversy
          or claim arising out of or relating to this Agreement, or any breach
          thereof, which cannot be resolved using the procedures set forth above
          in SECTION 19.1, shall be finally resolved under the Commercial
          Arbitration Rules of the American Arbitration Association then in
          effect; provided, however, that without limiting any rights or
          remedies under this Agreement, at law, or in equity a Party may have
          because of an improper termination of this Agreement by the other
          Party, nothing contained in this Agreement shall limit either Party's
          right to terminate this Agreement pursuant to ARTICLE 20. Subject to
          the foregoing, the Parties shall escalate arbitration proceedings so
          that any dispute relating to SECTION 20.1 is resolved within any
          applicable cure period specified in SECTION 20.1.

     (b)  The Arbitration shall take place in New York City, New York and shall
          apply the law of the State of Texas without regard to its choice of
          law provisions. The decision of the arbitrator shall be final and
          binding and judgment on the award may be entered in any court of
          competent jurisdiction. The arbitrator shall be

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          instructed to state the reasons for its decisions in writing,
          including findings of fact and law. The arbitrator shall be bound by
          the warranties, limitations of liability and other provisions of this
          Agreement. Except with respect to the provisions of this Agreement
          that provide for injunctive relief rights, such arbitration shall be a
          precondition to any application by either Party to any court of
          competent jurisdiction.

     (c)  Within ten (10) days after delivery of written notice ("NOTICE OF
          DISPUTE") by one Party to the other in accordance with this Section,
          the Parties each shall use good faith efforts to mutually agree upon
          one (1) arbitrator. If the Parties are not able to agree upon one (1)
          arbitrator within such period of time, then an arbitrator will be
          chosen in accordance of the Commercial Arbitration Rules of the
          American Arbitration Association who has at no time ever represented
          or acted on behalf of either of the Parties, and is not otherwise
          affiliated with or interested in either of the Parties.

     (d)  The arbitrator selected pursuant to this Section shall be a practicing
          attorney with at least five (5) years experience in technology law
          applicable to the Services. Any such appointment shall be binding upon
          the Parties. The Parties shall use best efforts to set the arbitration
          within sixty (60) days after selection of the arbitrator, but in no
          event shall the arbitration be set more than ninety (90) days after
          selection of the arbitrator. Discovery as permitted by the Federal
          Rules of Civil Procedure then in effect will be allowed in connection
          with arbitration to the extent consistent with the purpose of the
          arbitration and as allowed by the arbitrator. The decision or award of
          the arbitrator shall be rendered within fifteen (15) days after the
          conclusion of the hearing, shall be in writing, shall set forth the
          basis therefor, and shall be final, binding and nonappealable upon the
          Parties and may be enforced and executed upon in any court having
          jurisdiction over the Party against whom the enforcement of such
          decision or award is sought. Each Party shall bear its own arbitration
          costs and expenses and all other costs and expenses of the arbitration
          shall be divided equally between the Parties; provided, however, the
          arbitrator may modify the allocation of fees, costs and expenses in
          the award in those cases where fairness dictates other than such
          allocation between the Parties.

19.3 CONTINUED PERFORMANCE.

     (a)  GENERAL. Each Party agrees that it shall, unless otherwise directed by
          the other Party, continue performing its obligations under this
          Agreement while any dispute is being resolved; provided that this
          provision shall not operate or be construed as extending the term of
          this Agreement. [**].

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              outside those companies except by written agreement.


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     (b)  [**]. Amdocs acknowledges and agrees that [**]. Amdocs expressly
          acknowledges and agrees that, [**] under this Agreement, [**] AT&T and
          Amdocs. Amdocs further agrees as follows:

          (i)  [**] any of the terms of this Agreement [**] under this Agreement
               [**] set forth in [**], Amdocs agrees that [**].

          (ii) Amdocs shall not intentionally interrupt the Services or provide
               reduced levels of Service quality or support unless and until
               [**].

          (iii) [**] because it is required to do so [**], Amdocs shall [**] the
               Services.

19.4 GOVERNING LAW.

     This Agreement and performance under it shall be governed by and construed
     in accordance with the applicable laws of the [**], without giving effect
     to the principles thereof relating to conflicts of laws.

19.5 VENUE AND JURISDICTION.

     In any litigation arising out of this Agreement and to the fullest extent
     permitted by Law, the Parties hereby irrevocably agree, submit and waive
     objection to jurisdiction and venue in, the United States District Court
     for the [**] and the District Courts of the [**].

20.  TERMINATION.

20.1 TERMINATION FOR CAUSE.

     (a)  By AT&T. If Amdocs:

          (i)  fails to [**], which failure is not cured within sixty (60) days
               after notice of the breach from AT& T;

          (ii) commits a material breach of this Agreement, which breach is not
               cured within sixty (60) days after notice of the breach from
               AT& T;

          (iii) commits a material breach of this Agreement which is not capable
               of being cured within sixty (60) days;

          (iv) commits numerous breaches of its duties or obligations which
               collectively constitute a material breach of this Agreement;

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          (v)  becomes liable for or incurs [**] under this Agreement that, in
               the aggregate, exceed the greater of (i) [**] of the total [**]
               period;

          (vi) fails to perform in accordance with the [**] period; or

          (vii) makes an unpermitted assignment of this Agreement as described
               in SECTION 21.1(B);

               then AT&T may, by giving notice to Amdocs, terminate this
               Agreement with respect to all or any part of the Services as of a
               date specified in the notice of termination. If AT&T chooses to
               terminate the Agreement in part, [**] in accordance with this
               Agreement.

               The express acknowledgment [**] of this Agreement and therefore
               grounds for termination, and no Party shall contend otherwise in
               any dispute or controversy between the Parties.

               In addition, it is agreed that:

               (1)  Any disputes between the Parties relating to whether Amdocs
                    has committed a material breach shall be subject to SECTION
                    19.1; and

               (2)  In the event (A) any dispute arises between the Parties
                    relating to: (a) whether Amdocs committed a material breach
                    of this Agreement; (b) whether Amdocs committed any of the
                    acts or omissions specified in this SECTION 20.1(A) that
                    entitle AT&T to terminate this Agreement for cause; (c)
                    whether Amdocs cured the breach in the required time frame;
                    and/or (d) whether SECTION 10.2 excuses Amdocs from
                    responsibility for any such acts or omissions, and (B) such
                    dispute is not resolved pursuant to the procedures specified
                    in SECTION 19.1, then Amdocs shall have the right to invoke
                    its rights under and in accordance with SECTION 19.2. Each
                    Party shall fulfill their obligations relating thereto in
                    accordance with this Agreement.

               (3)  In the event Amdocs invoked its rights under and in
                    accordance with SECTION 19.2, and the arbitrator shall not
                    be able to complete the arbitration proceeding within the
                    applicable cure period, the arbitrator shall so notify the
                    Parties, together with an estimate of the date by which the
                    arbitrator believes that the arbitration proceeding may be
                    so completed and the arbitration proceeding

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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                    shall continue until such completion unless otherwise agreed
                    by the Parties; provided, however, AT&T shall be entitled to
                    elect to:

                    (i)  suspend the effective date of its termination of the
                         Agreement specified in its notice of termination for an
                         additional specified period in order to allow the
                         arbitrator additional time to complete the arbitration
                         proceeding in accordance with the foregoing; or

                    (ii) proceed with the termination of the Agreement effective
                         as of the date set forth in the notice of termination,
                         provided that AT&T affords or has afforded Amdocs an
                         opportunity to hold a meeting among senior corporate
                         executives prior to the date of such termination
                         regarding the subject matter of such dispute.

                    During the conduct of the arbitration proceeding, the facts
                    and circumstances of such termination shall be subject to
                    SECTION 13 of this Agreement and such facts and
                    circumstances shall be considered both Party's Proprietary
                    Information.

                    In the event AT&T elects to proceed with termination of the
                    Agreement prior to completion of the arbitration proceeding,
                    (A) such termination shall not be deemed a termination for
                    cause unless and until the arbitrator makes such
                    determination, and (B) should the arbitrator subsequently
                    determine that AT&T was not entitled to terminate for cause
                    pursuant to this SECTION 20.1(A) or that Amdocs successfully
                    cured such default within the applicable cure period (if
                    any), then such termination by AT&T shall be deemed a
                    termination for convenience pursuant to SECTION 20.3 and the
                    applicable [**] thereof shall apply. In the event of such
                    determination, AT&T, at the request of Amdocs, shall provide
                    Amdocs with a confidential letter confirming that the
                    termination was a termination for convenience, and not a
                    termination for cause. Notwithstanding the confidential
                    nature of such letter, Amdocs may provide such letter as
                    permitted under SECTION 13.3(C) and in connection Amdocs'
                    current or prospective customers who are specifically
                    inquiring whether or not Amdocs was terminated for cause
                    under this Agreement, provided that Amdocs obtains AT&T's
                    approval for such disclosure on a case-by-case basis (such
                    disclosure not to be unreasonably withheld).

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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               In the event of termination by AT&T in accordance with this
               SECTION 20.1(A), [**].

     (b)  BY AMDOCS. Amdocs may only terminate in accordance with the following:

          (i)  In the event that AT&T fails to pay Amdocs undisputed Charges for
               [**] after the payment due date therefor and fails to cure such
               default within [**] of notice from Amdocs of the possibility of
               termination for failure to make such payment, then Amdocs may, by
               notice to AT&T, terminate this Agreement.

          (ii) In the event that it is finally determined by a competent
               authority that AT&T committed a material breach of its
               obligations under SECTIONS 6.9(B) or 13 relating to Amdocs
               intellectual property rights in the source code of Amdocs Owned
               Materials and AT&T materially fails to cure such breach and
               establish reasonable safeguards, within [**] of written notice
               from Amdocs of its intention to terminate under this Section, to
               prevent the same or similar breaches from reoccurring in the
               future, then Amdocs may, by notice to AT&T, terminate [**].

20.2 CRITICAL SERVICES.

     Without limiting AT&T's rights under SECTION 20.1, if Amdocs commits a
     material breach which prevents or materially degrades AT&T's or an Eligible
     Recipient's ability to conduct, perform and support a material component of
     its business, and Amdocs is unable to cure such breach within [**] of
     written notice from AT&T, AT&T may, in addition to its other remedies under
     this Agreement, at law, and in equity, obtain from a third party or provide
     for itself services which will allow AT&T or such Eligible Recipient to
     conduct its business without material degradation until Amdocs has cured
     the breach or this Agreement is terminated. [**]. The express inclusion of
     this remedy in this SECTION 20.2 does not limit AT&T's right to use a
     similar remedy for other breaches by Amdocs of this Agreement.

20.3 TERMINATION FOR CONVENIENCE.

     (a)  GENERAL. AT&T may terminate this Agreement with respect to all or a
          part of the Services for convenience and without cause at any time by
          giving Amdocs at least six (6) months prior notice designating the
          termination date. AT&T may withdraw a notice of termination of this
          Agreement for convenience at any time up to ninety (90) days prior to
          the designated termination date in the notice. Upon the effective date
          of such termination, AT&T shall pay to Amdocs the

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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          Termination Charge applicable for termination for convenience
          calculated in accordance with [**].

20.4 TERMINATION [**].

     (a)  In the event (i) of [**] providing Services under this Agreement)
          [**], then at any time [**] terminate this Agreement by giving Amdocs
          at least [**]; provided, however, AT&T shall not have this right if
          Amdocs Limited, (a Guernsey corporation as of the FARA Effective Date)
          [**]; provided, further, however, if [**]. Amdocs shall be entitled to
          [**]. Any Entity involved in any [**] the Services.

     (b)  Subject to any legal obligation of confidentiality or applicable
          securities laws, Amdocs will provide AT&T with written notice [**]
          rights described in SECTION 20.4(A).

     (c)  Any permitted assignee or successor in interest under this SECTION
          20.4 shall agree in writing to be bound by the terms and conditions of
          this Agreement.

     (d)  [**], Amdocs, or its successor in interest, shall continue to perform
          under the terms of the Agreement until such time as the Agreement
          terminates or expires.

20.5 TERMINATION [**].

     In the event that, [**], at any time within [**] this Agreement [**] shall
     be effective. Amdocs shall [**].

20.6 RESERVED.

20.7 INSOLVENCY.

     (a)  RIGHT TO TERMINATE. In the event that either Party (a) files for
          bankruptcy, (b) becomes or is declared insolvent, or is the subject of
          any proceedings related to its liquidation, insolvency or the
          appointment of a receiver or similar officer for it, (c) makes an
          assignment for the benefit of all or substantially all of its
          creditors, or (d) enters into an agreement for the composition,
          extension, or readjustment of substantially all of its obligations,
          then the other Party may terminate this Agreement as of a date
          specified in a termination notice; provided, however, that Amdocs will
          not have the right to exercise such termination under this Section so
          long as AT&T pays for the Services to be received hereunder in advance
          on a month-to-month basis. If either Party elects to terminate this
          Agreement due to

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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          the insolvency of the other Party, such termination will be deemed to
          be a termination for cause hereunder.

     (b)  SECTION 365(N). Notwithstanding any other provision of this Agreement
          to the contrary, in the event that Amdocs becomes a debtor under the
          Bankruptcy Code and rejects this Agreement pursuant to Section 365 of
          the Bankruptcy Code (a "BANKRUPTCY REJECTION"), (i) any and all of the
          licensee and sublicensee rights of AT&T arising under or otherwise set
          forth in this Agreement, including without limitation the rights of
          AT&T referred to in SECTION 14.6 and SCHEDULE X, shall be deemed fully
          retained by and vested in AT&T as protected intellectual property
          rights under Section 365(n)(1)(B) of the Bankruptcy Code and further
          shall be deemed to exist immediately before the commencement of the
          bankruptcy case in which Amdocs is the debtor; (ii) AT&T shall have
          all of the rights afforded to non-debtor licensees and sublicensees
          under Section 365(n) of the Bankruptcy Code; and (iii) to the extent
          any rights of AT&T under this Agreement which arise after the
          termination or expiration of this Agreement are determined by a
          bankruptcy court to not be "intellectual property rights" for purposes
          of Section 365(n), all of such rights shall remain vested in and fully
          retained by AT&T after any Bankruptcy Rejection as though this
          Agreement were terminated or expired. AT&T shall under no
          circumstances be required to terminate this Agreement after a
          Bankruptcy Rejection in order to enjoy or acquire any of its rights
          under this Agreement, including without limitation any of the rights
          of AT&T referenced in SECTION 14.6 and SCHEDULE X.

     (c)  AT&T RIGHTS UPON AMDOCS' BANKRUPTCY. In the event of Amdocs'
          bankruptcy or of the filing of any petition under the federal
          bankruptcy laws affecting the rights of Amdocs which is not stayed or
          dismissed within thirty (30) days of filing, in addition to the other
          rights and remedies set forth herein, to the maximum extent permitted
          by Law, AT&T will have the immediate right to retain and take
          possession for safekeeping of all AT&T Data, AT&T Proprietary
          Information, AT&T licensed Third Party Software, AT&T owned Equipment,
          AT&T Owned Materials, AT&T owned Developed Materials, and all other
          Software, Equipment, Systems or Materials to which AT&T is or would be
          entitled during the term of this Agreement or upon the expiration or
          termination of this Agreement. Amdocs shall cooperate fully with AT&T
          and assist AT&T in identifying and taking possession of the items
          listed in the preceding sentence. AT&T will have the right to hold
          such AT&T Data, Proprietary Information, Software, Equipment, Systems
          and Materials until such time as the trustee or receiver in bankruptcy
          or other appropriate court officer can provide adequate assurances and
          evidence to AT&T that they will be protected from sale, release,
          inspection, publication, or inclusion in any publicly accessible
          record, document,

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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          material or filing. Amdocs and AT&T agree that without this material
          provision, AT&T would not have entered into this Agreement or provided
          any right to the possession or use of AT&T Data, AT&T Proprietary
          Information, or AT&T Software covered by this Agreement.

     (d)  RIGHTS TO ASSUME IN BANKRUPTCY. In the event of commencement of
          bankruptcy proceedings by or against AT&T or an Eligible Recipient,
          such Entity or its trustee in bankruptcy shall be entitled to assume
          the licenses granted to such Entity under or pursuant to this
          Agreement and shall be entitled to retain all of such Entity's rights
          thereunder.

20.8 RESERVED.

20.9 EQUITABLE REMEDIES.

     Amdocs acknowledges that, in the event it breaches (or attempts or
     threatens to breach) its obligation to provide Termination Assistance
     Services as provided in SECTION 4.4, its obligation respecting continued
     performance in accordance with SECTION 19.3, or its obligation to provide
     access to computers or files containing AT&T Data in accordance with
     SECTION 13.4, AT&T will be irreparably harmed. In such a circumstance, AT&T
     may proceed directly to court for purposes of obtaining equitable relief.
     If a court of competent jurisdiction should find that Amdocs has breached
     (or attempted or threatened to breach) any such obligations, Amdocs agrees
     that without any additional findings of irreparable injury or other
     conditions to injunctive relief, it shall not oppose the entry of an
     appropriate order compelling performance by Amdocs and restraining it from
     any further breaches (or attempted or threatened breaches).

20.10 SCHEDULE X SURVIVAL.

     All licenses and rights under SCHEDULE X shall survive any expiration or
     termination of this Agreement.

21.  GENERAL.

21.1 BINDING NATURE AND ASSIGNMENT.

     (a)  BINDING NATURE. This Agreement will be binding on the Parties and
          their respective successors and permitted assigns.

     (b)  ASSIGNMENT. Neither Party may, or will have the power to, assign this
          Agreement without the prior written consent of the other, except in
          the following

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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          circumstances in respect of which the provisions of SECTION 9.5 shall
          apply if such assignment will result in New Services:

          (i)  Either Party may assign its rights and obligations under this
               Agreement, without the approval of the other Party, to an
               Affiliate which expressly assumes such Party's obligations and
               responsibilities hereunder and is not a direct competitor of the
               other Party; provided, that the assigning Party shall remain
               fully liable for and shall not be relieved from the full
               performance of all obligations under this Agreement. The Party
               assigning its rights or obligations to an Affiliate in accordance
               with this Agreement shall, within one (1) business day after such
               assignment, provide notice thereof to the other Party together
               with a copy any relevant provisions of [**].

          (ii) [**] under this Agreement [**] the terms and conditions of this
               Agreement.

     (c)  IMPERMISSIBLE ASSIGNMENT. Any attempted assignment that does not
          comply with the terms of this Section shall be null and void.

21.2 ENTIRE AGREEMENT; AMENDMENT.

     This Agreement, including any Schedules and Exhibits referred to herein and
     attached hereto, each of which is incorporated herein for all purposes,
     constitutes the entire agreement between the Parties with respect to the
     subject matter hereof. There are no agreements, representations,
     warranties, promises, covenants, commitments or undertakings other than
     those expressly set forth herein. This Agreement supersedes all prior
     agreements, representations, warranties, promises, covenants, commitments
     or undertaking, whether written or oral, with respect to the subject matter
     contained in this Agreement. No amendment, modification, change, waiver, or
     discharge hereof shall be valid unless in writing and signed by an
     authorized representative of the Party against which such amendment,
     modification, change, waiver, or discharge is sought to be enforced.

     Except as expressly stated otherwise in SECTION 1.4, (i) nothing in this
     Agreement is intended to limit, expand, or otherwise alter either Party's
     or any of their Affiliate's rights, responsibilities, obligations, or
     remedies under or in connection with any other agreement between the
     Parties or their Affiliates, and (ii) other agreements between the Parties
     shall not be used to interpret this Agreement.

21.3 NOTICES.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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     (a)  Any notice, notification, request, demand, or determination provided
          by a Party pursuant to SECTIONS 4.4 [Termination Assistance Services],
          SECTION 6.10 [Notices of Default], SECTION 7.7 [Notice of Default],
          SECTION 11.5 [[**]], SECTION 13.3(C) [Loss of Proprietary
          Information], SECTION 17.5 [Indemnification Procedures], SECTION 18.1
          [Force Majeure], SECTION 18.2(D) [Waiver of Liability Cap], SECTION
          19.1 [Informal Dispute Resolution], ARTICLE 20 [Termination] and
          SECTION 21.1 [Binding Nature and Assignment] shall be in writing and
          shall be delivered in hard copy using one of the following methods:
          and shall be deemed delivered upon receipt: (i) by hand, (ii) by an
          express courier with a reliable system for tracking delivery, or (iii)
          by registered or certified mail, return receipt requested, postage
          prepaid. Unless otherwise agreed, the foregoing notices shall be
          delivered as follows:

          In the case of AT&T:

               AT&T Services, Inc.
               2J215
               3200 Lake Emma Road
               Lake Mary, FL 32746
               Attention: Senior Contract Manager

               With a copy to:

               AT&T Services, Inc.
               Attention: General Attorney and Assistant General Counsel
               Room 4-B-80
               175 E. Houston St.
               San Antonio, TX  78205

          In the case of Amdocs:

               Amdocs, Inc.
               1390 Timberlake Manor Parkway
               Chesterfield, MO 63017

               Attention: President

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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               With a copy to:

               Amdocs, Inc.
               Attention: Office of General Counsel
               Harborside Financial Center
               Plaza 5, Suite 2700
               Jersey City, NJ 07311

     (b)  All notices, notifications, requests, demands or determinations
          required or provided pursuant to this Agreement, other than those
          specified in SECTION 21.3(A), may be sent in hard copy in the manner
          specified in SECTION 21.3(A), or by e-mail transmission (where receipt
          is acknowledged by the recipient) or facsimile transmission (with
          acknowledgment of receipt from the recipient's facsimile machine) to
          the addresses set forth below:

          In the case of AT&T:

               AT&T Services, Inc.
               2J215
               3200 Lake Emma Road
               Lake Mary, FL 32746
               Attention: Senior Contract Manager

               (Fax Number 407-805-6951)

               and

          In the case of Amdocs:

               Amdocs, Inc.
               1390 Timberlake Manor Parkway
               Chesterfield, MO 63017
               Attention: President

               (Fax Number 314-212-7557)

     (c)  A Party may from time to time change its address or designee for
          notification purposes by giving the other prior notice of the new
          address or designee and the date upon which it shall become effective.

21.4 COUNTERPARTS.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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     This Agreement may be executed in several counterparts, all of which taken
     together shall constitute one single agreement between the Parties hereto.

21.5 HEADINGS.

     The article and section headings and the table of contents used herein are
     for reference and convenience only and shall not be considered in the
     interpretation of this Agreement.

21.6 RELATIONSHIP OF PARTIES.

     Amdocs, in furnishing services to AT&T hereunder, is acting as an
     independent contractor, and Amdocs has the sole obligation to supervise,
     manage, contract, direct, procure, perform or cause to be performed, all
     work to be performed by Amdocs under this Agreement. Amdocs is not an agent
     of AT&T and has no right, power or authority, expressly or impliedly, to
     represent or bind AT&T as to any matters, except as expressly authorized in
     this Agreement.

21.7 SEVERABILITY.

     In the event that any provision of this Agreement conflicts with the law
     under which this Agreement is to be construed or if any such provision is
     held invalid or unenforceable by a court with jurisdiction over the
     Parties, such provision shall be deemed to be restated to reflect as nearly
     as possible the original intentions of the Parties in accordance with
     applicable law. The remaining provisions of this Agreement and the
     application of the challenged provision to persons or circumstances other
     than those as to which it is invalid or unenforceable shall not be affected
     thereby, and each such provision shall be valid and enforceable to the full
     extent permitted by law.

21.8 CONSENTS AND APPROVAL.

     Except where expressly provided as being in the sole discretion of a Party,
     where agreement, approval, acceptance, consent, confirmation, notice or
     similar action by either Party is required under this Agreement, such
     action shall not be unreasonably delayed or withheld. An approval or
     consent given by a Party under this Agreement shall not relieve the other
     Party from responsibility for complying with the requirements of this
     Agreement, nor shall it be construed as a waiver of any rights under this
     Agreement, except as and to the extent otherwise expressly provided in such
     approval or consent.

21.9 WAIVER OF DEFAULT; CUMULATIVE REMEDIES.

     (a)  WAIVER OF DEFAULT. A delay or omission by either Party hereto to
          exercise any right or power under this Agreement shall not be
          construed to be a waiver thereof.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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          A waiver by either of the Parties hereto of any of the covenants to be
          performed by the other or any breach thereof shall not be construed to
          be a waiver of any succeeding breach thereof or of any other covenant
          herein contained. All waivers shall be in writing and signed by the
          Party waiving its rights.

     (b)  CUMULATIVE REMEDIES. All remedies provided for in this Agreement shall
          be cumulative and in addition to and not in lieu of any other remedies
          available to either Party at law, in equity or otherwise.

21.10 SURVIVAL.

     Any provision of this Agreement which contemplates performance or
     observance subsequent to any termination or expiration of this Agreement
     shall survive any termination or expiration of this Agreement and continue
     in full force and effect. Additionally, all provisions of this Agreement
     will survive the expiration or termination of this Agreement to the fullest
     extent necessary to give the Parties the full benefit of the bargain
     expressed herein.

21.11 PUBLICITY.

     Neither Party shall use the other Party's or its Affiliates' names or any
     language, pictures, trademarks, service marks or symbols which could, in a
     Party's judgment, imply such Party's or its Affiliates' identity or
     endorsement by such Party, its Affiliates or any of its employees in any
     (i) written, electronic or oral advertising or presentation or (ii)
     brochure, newsletter, book, electronic database or other written matter of
     whatever nature, without the Party's prior written consent (which hereafter
     shall be collectively referred to as "PUBLICITY MATTERS"). A Party will
     submit to the other Party for written approval, prior to publication, all
     Publicity Matters that mention or display a Party'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.

21.12 THIRD PARTY BENEFICIARIES.

     Except as expressly provided herein, this Agreement is entered into solely
     between, and may be enforced only by, AT&T and Amdocs. This Agreement shall
     not be deemed to create any rights or causes of action in or on behalf of
     any third parties, including without limitation employees, suppliers and
     customers of a Party, or to create any obligations of a Party to any such
     third parties.

21.13 SEC/NYSE DISCLOSURES.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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                                                    Amendment No. 02026409.A.010

     In the event that Amdocs believes in good faith that any public disclosure
     or announcement relating to this Agreement is required by applicable
     securities related laws, regulations or stock market rules, Amdocs shall
     use commercially reasonable efforts to limit the scope of such disclosure
     or announcement to that required by such securities related laws,
     regulations or rules. In the event that Amdocs shall file this Agreement
     with the Securities and Exchange Commission or other similar authority,
     Amdocs shall use commercially reasonable efforts to seek confidential
     treatment with respect to such filing to the extent reasonably practical in
     light of such authority's pronouncements interpreting the scope of the
     confidentiality exemptions. Any such public disclosure or announcement by
     Amdocs shall be subject to AT&T prior review, and AT&T agrees to cooperate
     with efforts by Amdocs to seek such confidential treatment. The foregoing
     shall not limit or expand either Party's rights, obligations, or remedies
     under SECTIONS 13.3(C) or 21.11.

21.14 ORDER OF PRECEDENCE.

     In the event of a conflict, this Agreement shall take precedence over the
     Schedules attached hereto, and the Schedules shall take precedence over any
     attached Exhibits.

21.15 [**].

     (a)  [**]. [**] during the period [**] under this Agreement or [**] related
          to this Agreement and [**] related to this Agreement. This provision
          shall [**].

     (b)  [**]. [**] shall be [**] of this SECTION 21.15, [**].

21.16 FURTHER ASSURANCES.

     Each Party covenants and agrees that, subsequent to the execution and
     delivery of this Agreement and without any additional consideration, each
     Party shall execute and deliver any further legal instruments and perform
     any acts that are or may become necessary to effectuate the purposes of
     this Agreement.

21.17 LIENS.

     Amdocs will not file, or by its action or inaction permit, any mechanics or
     materialman's liens to be filed on or against property or realty of AT&T or
     any Eligible Recipient. In the event that any such Liens arise as a result
     of Amdocs' action or inaction, Amdocs will obtain a bond to fully satisfy
     such liens or otherwise remove such liens at its sole cost and expense
     within ten (10) business days.

21.18 COVENANT OF GOOD FAITH.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


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<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     Each Party agrees that, in its respective dealings with the other Party
     under or in connection with this Agreement, it shall act in good faith.

21.19 RESERVED.

21.20 ACKNOWLEDGMENT.

     The Parties each acknowledge that the terms and conditions of this
     Agreement have been the subject of active and complete negotiations, and
     that such terms and conditions should not be construed in favor of or
     against either Party by reason of the extent to which either Party or its
     professional advisors participated in the preparation of this Agreement.

                            [Signature Page Follows]

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                      140

<PAGE>

                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the FARA Effective
Date.

AT&T SERVICES, INC.                     AMDOCS, INC.


By: /s/ Maureen Merkle                  By: /s/ John Horgan
    ---------------------------------       ------------------------------------
Name: Maureen Merkle                    Name: John Horgan
Title: President -- Procurement         Title: Executive Vice President
Date: 9/28/07                           Date: 9-30-07


                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                      141
<PAGE>

                                                                      Schedule A
                                                                   Modernization
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE A

                                      AT&T

                                  MODERNIZATION

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                                      Schedule A
                                                                   Modernization
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Table of Contents

<TABLE>
<S>    <C>
1.0    Introduction.......................................................
2.0    [**]...............................................................
3.0    [**]...............................................................
4.0    [**]...............................................................
5.0    [**]...............................................................
6.0    [**]...............................................................
7.0    [**]...............................................................
7.11   [**]...............................................................
7.12   [**]...............................................................
7.13   [**]...............................................................
7.14   [**]...............................................................
7.15   [**]...............................................................
7.16   [**]...............................................................
8.0    [**]...............................................................
9.0    [**]...............................................................
10.0   [**]...............................................................
11.0   [**]...............................................................
12.0   [**]...............................................................
13.0   [**]...............................................................
14.0   [**]...............................................................
15.0   [**]...............................................................
16.0   [**]...............................................................
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i

<PAGE>

                                                                      Schedule A
                                                                   Modernization
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                  MODERNIZATION
<TABLE>
<S>   <C>
1.0   [**]
2.0   [**]
</TABLE>

The Amdocs Software Package will be developed and customized according to the
following guidelines:

The system will be implemented in accordance with the Modernization scope and
timeline referenced in this Schedule A, with mutually agreed upon updates and
amendments.

[**]

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omission. [**]

A total of 21 pages have been omitted.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                        Schedule A, Attachment A
                                                         Timeline and Milestones
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                 ATTACHMENT A TO

                                   SCHEDULE A

                             TIMELINE AND MILESTONES

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

<PAGE>

                                                        Schedule A, Attachment A
                                                         Timeline and Milestones
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                          <C>
1.0   TIMELINE............................................................    2
2.0   [**]................................................................    2
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                        i


<PAGE>


                                                        Schedule A, Attachment A
                                                         Timeline and Milestones
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                 MODERNIZATION
<TABLE>
<S>                                                                          <C>
1.0   TIMELINE
      [**]
2.0   [**]
      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        2

<PAGE>

                                                        Schedule A, Attachment A
                                                         Timeline and Milestones
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010


in the following chart:

<TABLE>
<CAPTION>
                       [**]
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NO.   [**]   [**]   [**]   [**]   [**]   [**]
- ---   ----   ----   ----   ----   ---    ----
<S>   <C>    <C>    <C>    <C>    <C>    <C>
1     [**]   [**]   [**]   [**]   [**]   [**]
2            [**]   [**]   [**]   [**]   [**]
3            [**]   [**]   [**]   [**]   [**]
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33    [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

Note: [**]

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
     distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        3

<PAGE>

                                                        Schedule A, Attachment A
                                                         Timeline and Milestones
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Note Regarding Terms in Column Headings:

                [**]

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        4

<PAGE>

                                                        Schedule A, Attachment B
                                             Modernization Responsibility Matrix
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   [**] MATRIX

<TABLE>
<CAPTION>
FUNCTIONAL AREA   ACTIVITY   RESPONSIBILITY
- ---------------   --------   --------------
<S>               <C>        <C>
[**]              [**]       [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies. only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        1

<PAGE>

                                                        Schedule A, Attachment B
                                             Modernization Responsibility Matrix
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010
<TABLE>
<S>        <C>    <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        2

<PAGE>

                                                        Schedule A, Attachment B
                                             Modernization Responsibility Matrix
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>     <C>    <C>
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</TABLE>


                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        3

<PAGE>

                                                        Schedule A, Attachment B
                                             Modernization Responsibility Matrix
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>     <C>    <C>
[**]    [**]   [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                        4

<PAGE>

<TABLE>
<S>    <C>    <C>    <C>    <C>
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<TABLE>
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<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>
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</TABLE>


<PAGE>

                                                      Schedule A, Attachment C.b
                                             BAPCO Entities Applications Mapping
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                      BAPCO ENTITIES APPLICATIONS MAPPING

<TABLE>
<S>     <C>    <C>    <C>
Area    [**]   [**]   [**]
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</TABLE>

[**]
                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1
<PAGE>

                                                        Schedule A, Attachment D
                                                      Modernization Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

MODERNIZATION PROJECT PLAN

<TABLE>
<CAPTION>
     OUTLINE  TASK          START FINISH RESOURCE  PREDE- SUCCE- CONSTRAINT                                OUTLINE
ID    NUMBER _NAME DURATION _DATE  _DATE  _NAMES  CESSORS  SSORS    _TYPE   MILESTONE SUMMARY ROLLUP TEXT1  _LEVEL NOTES INDICATORS
- --   ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
<S>  <C>     <C>   <C>      <C>   <C>    <C>      <C>     <C>    <C>        <C>       <C>     <C>    <C>   <C>     <C>   <C>
[**] [**]    [**]  [**]     [**]  [**]   [**]     [**]    [**]   [**]       [**]      [**]    [**]   [**]  [**]    [**]  [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

 This information is for use by AT&T Amdocs, and their Affiliates, only, and is
 not for use inside or outside of those companies except by written agreement.


                                        1

<PAGE>

                                                        Schedule A, Attachment D
                                                      Modernization Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

MODERNIZATION PROJECT PLAN

<TABLE>
<CAPTION>
     OUTLINE  TASK          START FINISH RESOURCE  PREDE- SUCCE- CONSTRAINT                                OUTLINE
ID    NUMBER _NAME DURATION _DATE  _DATE  _NAMES  CESSORS  SSORS    _TYPE   MILESTONE SUMMARY ROLLUP TEXT1  _LEVEL NOTES INDICATORS
- --   ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
<S>  <C>     <C>   <C>      <C>   <C>    <C>      <C>     <C>    <C>        <C>       <C>     <C>    <C>   <C>     <C>   <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

 This information is for use by AT&T Amdocs, and their Affiliates, only, and is
 not for use inside or outside of those companies except by written agreement.


                                        2

<PAGE>

                                                        Schedule A, Attachment D
                                                      Modernization Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

MODERNIZATION PROJECT PLAN

<TABLE>
<CAPTION>
     OUTLINE  TASK          START FINISH RESOURCE  PREDE- SUCCE- CONSTRAINT                                OUTLINE
ID    NUMBER _NAME DURATION _DATE  _DATE  _NAMES  CESSORS  SSORS    _TYPE   MILESTONE SUMMARY ROLLUP TEXT1  _LEVEL NOTES INDICATORS
- --   ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
<S>  <C>     <C>   <C>      <C>   <C>    <C>      <C>     <C>    <C>        <C>       <C>     <C>    <C>   <C>     <C>   <C>
[**] [**]    [**]  [**]     [**]  [**]   [**]     [**]    [**]   [**]       [**]      [**]    [**]   [**]  [**]    [**]  [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

 This information is for use by AT&T Amdocs, and their Affiliates, only, and is
 not for use inside or outside of those companies except by written agreement.


                                        3

<PAGE>

                                                        Schedule A, Attachment D
                                                      Modernization Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

MODERNIZATION PROJECT PLAN

<TABLE>
<CAPTION>
     OUTLINE  TASK          START FINISH RESOURCE  PREDE- SUCCE- CONSTRAINT                                OUTLINE
ID    NUMBER _NAME DURATION _DATE  _DATE  _NAMES  CESSORS  SSORS    _TYPE   MILESTONE SUMMARY ROLLUP TEXT1  _LEVEL NOTES INDICATORS
- --   ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
<S>  <C>     <C>   <C>      <C>   <C>    <C>      <C>     <C>    <C>        <C>       <C>     <C>    <C>   <C>     <C>   <C>
[**] [**]    [**]  [**]     [**]  [**]   [**]     [**]    [**]   [**]       [**]      [**]    [**]   [**]  [**]    [**]  [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

 This information is for use by AT&T Amdocs, and their Affiliates, only, and is
 not for use inside or outside of those companies except by written agreement.


                                        4

<PAGE>

                                                        Schedule A, Attachment D
                                                      Modernization Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

MODERNIZATION PROJECT PLAN

<TABLE>
<CAPTION>
     OUTLINE  TASK          START FINISH RESOURCE  PREDE- SUCCE- CONSTRAINT                                OUTLINE
ID    NUMBER _NAME DURATION _DATE  _DATE  _NAMES  CESSORS  SSORS    _TYPE   MILESTONE SUMMARY ROLLUP TEXT1  _LEVEL NOTES INDICATORS
- --   ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
<S>  <C>     <C>   <C>      <C>   <C>    <C>      <C>     <C>    <C>        <C>       <C>     <C>    <C>   <C>     <C>   <C>
[**] [**]    [**]  [**]     [**]  [**]   [**]     [**]    [**]   [**]       [**]      [**]    [**]   [**]  [**]    [**]  [**]
[**] [**]    [**]  [**]     [**]  [**]   [**]     [**]    [**]   [**]       [**]      [**]    [**]   [**]  [**]    [**]  [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

 This information is for use by AT&T Amdocs, and their Affiliates, only, and is
 not for use inside or outside of those companies except by written agreement.


                                        5

<PAGE>

                                                       Schedule A Attachment D.b
                                       BAPCO Entities Consolidation Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
      [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
      [**]  [**]     [**]                                                     [**]  [**]                    [**]
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      [**]        [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
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                  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
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<CAPTION>
<C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
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<CAPTION>
<C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
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[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs and their
  Affiliated Companies and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        1

<PAGE>

                                                       Schedule A Attachment D.b
                                       BAPCO Entities Consolidation Project Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
      [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
      [**]  [**]  [**]        [**]  [**]  [**]                    [**]  [**]  [**]                    [**]  [**]  [**]  [**]  [**]
                  [**]        [**]  [**]  [**]                    [**]  [**]              [**]        [**]  [**]  [**]  [**]  [**]
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<CAPTION>
<C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
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[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
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[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
[**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]  [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs and their
   Affiliated Companies and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        2

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]     [**][**] [**]     [**] [**] [**]     [**]             [**]         [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
     [**]                                                                          [**]             [**]
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     [**]                                                                          [**]             [**]         [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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[**] [**]     [**]     [**]          [**]     [**][**] [**]     [**]      [**]     [**]             [**]         [**][**]


[**] [**]     [**]     [**] [**]                       [**]          [**]          [**]             [**]         [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**]                                                      [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]     [**]          [**]              [**][**] [**] [**]                                                 [**]
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                                                                          [**]
[**] [**]     [**]     [**]          [**]              [**]     [**] [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]                  [**]
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     [**]                                                                          [**]             [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        6

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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     [**]                                                                          [**]             [**]         [**]     [**]
     [**]                                                                          [**]             [**]         [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        7

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
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     [**]                                                                          [**]             [**]         [**]     [**]
     [**]                                                                          [**]             [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        8

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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     [**]                                                                          [**]             [**]         [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        9

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       10

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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[**] [**]     [**]     [**]          [**]              [**]     [**] [**]                                                 [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       11

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       12

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       13

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]              [**] [**]     [**]              [**]     [**] [**]                                                 [**]

[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                        [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       14

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**] [**]
[**] [**]     [**]     [**]                            [**]          [**] [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       15

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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     [**]                                                                          [**]             [**]
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     [**]                                                                          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       16

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       17

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]
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     [**]                                                                          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       18

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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     [**]                                                                          [**]             [**]         [**]     [**]
     [**]                                                                          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       19

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       20

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
     [**]                                                            [**]          [**]             [**]                  [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]         [**]     [**]
     [**]                                                            [**]          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       21

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]                  [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       22

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                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
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[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**] [**]     [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       23

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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     [**]                                                            [**]          [**]             [**]                  [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       24

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       25

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]         [**]     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       26

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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     [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       27

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       28

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                           [**]         [**]     [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       29

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                           [**][**][**]          [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       30

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       31

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       32

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       33

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
     [**]                                                                          [**]             [**]         [**]     [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]                                                 [**]
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     [**]                                                                          [**]             [**]         [**]     [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]             [**]                  [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       34

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
     [**]                                                                          [**]             [**]
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     [**]                                                                          [**]             [**]
     [**]                                                                          [**]             [**]                  [**]
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[**] [**]     [**]     [**] [**]     [**]              [**]     [**]               [**][**][**]     [**]                  [**]
[**] [**]     [**][**] [**] [**][**] [**]              [**]     [**] [**]          [**][**][**]     [**]                  [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**][**][**]     [**]                  [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**][**][**][**] [**]                  [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]          [**]
[**] [**]     [**]     [**] [**]                                     [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**] [**]     [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**] [**]     [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**] [**]     [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**] [**]     [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       35

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]
[**] [**]     [**]     [**] [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       36

<PAGE>

                                                                      Schedule B
                                             Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]                                 [**][**]
[**] [**][**]   [**]   [**]   [**]   [**][**]   [**]     [**]   [**] [**]   [**]         [**]           [**]       [**]     [**]
- ---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
<S>  <C>      <C>      <C>  <C>      <C>      <C>      <C>      <C>  <C>  <C>      <C>              <C>          <C>      <C>
[**] [**]     [**]          [**]     [**]              [**]     [**] [**]
[**] [**]     [**]          [**][**] [**]              [**]     [**] [**] [**]
[**] [**]     [**]          [**]     [**]              [**]     [**] [**] [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**] [**]     [**]
[**] [**]     [**]     [**] [**]     [**]              [**]          [**]
[**] [**]     [**]     [**] [**]     [**]              [**]          [**] [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**] [**]     [**]
[**] [**]     [**]     [**] [**]     [**]     [**]     [**]     [**] [**]          [**]
[**] [**]     [**]          [**]     [**]     [**]     [**]     [**] [**]                           [**][**]     [**]     [**][**]
[**] [**]     [**][**]      [**]     [**]     [**]     [**]     [**] [**]                           [**][**]     [**]     [**][**]
[**] [**]     [**]          [**]     [**]     [**]     [**]     [**] [**]                           [**]         [**]     [**]
                                                          [**][**][**][**]
</TABLE>

[**][**][**][**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       37

<PAGE>

                                                                    Schedule B.b
                              BAPCO Entities Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

    This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                    Schedule B.b
                              BAPCO Entities Application Inventory and Groupings
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

NOTE 1: On the designated date that Amdocs is scheduled to take over BAPCO
Entities Help Desk activities, Amdocs will accept Help Desk calls for any
application, regardless of whether or not it's deemed to be 'Out of Scope'.

NOTE 2: CACS functionality is to be considered in-scope for Modernization. Until
such functionality is converted to CSS as part of Modernization, Amdocs will
continue to support the ACCESS feed to the CACS Interface. It may be necessary
for Amdocs to participate in conversion of data from CACS to ACRM. However, AT&T
will be responsible for paying any expenses or charges of the third party
currently supporting CACS.

                       RESTRICTED-PROPRIETARY INFORMATION

    This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        2

<PAGE>

                                                                      Schedule C
                             Key Amdocs Personnel and Critical Support Personnel
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

1.   KEY AMDOCS PERSONNEL

(Position/Current Incumbent)

[**]

The following group of people are to remain on the Key Amdocs Personnel list
[**]:

[**]

The following group of people are to remain on the Key Amdocs Personnel list
[**]:

[**]

2.   CRITICAL SUPPORT PERSONNEL

[**]

The following person is to remain on the Critical Support Personnel list [**]:

[**]

The following person is to remain on the Critical Support Personnel list [**]:

[**]

*    Denotes those people that AT&T understands will have some requirements to
     attend internal Amdocs meetings and other activities but are still subject
     to SECTION 8.8(E) of the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                      Schedule D
                                                           Amdocs Subcontractors
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   Schedule D
                              Amdocs Subcontractors

     [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 1)

                APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0  Introduction.........................................................     1
2.0  Development and Maintenance Management...............................     1
     2.1  Project Management..............................................     1
     2.2  Enhancement Status Tracking.....................................     1
     2.3  Documentation...................................................     1
     2.4  Release Control.................................................     1
     2.5  [**]............................................................     1
     2.6  Data Interfaces.................................................     1
     2.7  Existing or New Application Software Integration................     1
     2.8  Disaster Recovery...............................................     2
     2.9  End User Support................................................     2
     2.10 Logical Database Administration (DBA) and Development
          Support.........................................................     2
3.0  Help Desk Support....................................................     2
     3.1  Level 1 Support and Level 2 Support.............................     2
     3.2  Level 3 Support.................................................     2
     3.3  Problem Support.................................................     3
4.0  Methodologies, Standards and Architecture............................     3
     4.1  Methodologies, Tools, and Practices.............................     3
     4.2  Standards.......................................................     3
     4.3  Architecture....................................................     3
5.0  Quality Assurance....................................................     3
6.0  Productivity.........................................................     3
7.0  Planning and Analysis Services.......................................     3
8.0  Design/Build Services................................................     3
     8.1  Design and Build................................................     4
9.0  Testing Services.....................................................     4
     9.1  Testing.........................................................     4
     9.2  End User Acceptance Testing Support.............................     4
10.0 Implementation Services..............................................     4
     10.1 Implementation Management.......................................     4
     10.2 Training and Education..........................................     4
11.0 Maintenance and Support Services.....................................     4
     11.1 General.........................................................     4
     11.2 Resources.......................................................     4
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

   The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        i

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                          <C>
     11.3 Error Correction................................................     5
     11.4 Preventive Maintenance..........................................     5
     11.5 Minor Enhancements..............................................     5
     11.6 Production Control and Scheduling...............................     5
     11.7 Operations Support..............................................     5
     11.8 R.H. Donnelley Responsibilities.................................     5
12.0 Regulatory, Legal and Audit Compliance, and Industry and
     Government Required Changes..........................................     6
13.0 Third Party Software Support.........................................     6
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       ii

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES

1.0  INTRODUCTION

Amdocs will [**] as required in this Statement of Work. Amdocs will [**].

Both Parties agree that [**].

AD/M Services are categorized as follows: [**]

2.0  DEVELOPMENT AND MAINTENANCE MANAGEMENT

2.1  PROJECT MANAGEMENT

Amdocs' responsibilities with respect to project management include the
following[**].

2.2  ENHANCEMENT STATUS TRACKING

Amdocs' responsibilities with respect to Enhancements include the following:

[**]

2.3  DOCUMENTATION

Amdocs' responsibilities with respect to documentation include the following:

[**]

2.4  RELEASE CONTROL

Amdocs' responsibilities with respect to release control include the following:

[**]

2.5  [**]

Amdocs' responsibilities include the following:

[**]

2.6  DATA INTERFACES

Amdocs' responsibilities with respect to data interfaces include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

2.7  EXISTING OR NEW APPLICATION SOFTWARE INTEGRATION

Amdocs' responsibilities with respect to Application Software integration
include the following:

[**]

2.8  DISASTER RECOVERY

Amdocs' responsibilities with respect to Disaster Recovery include the
following:

[**]

2.9  END USER SUPPORT

Amdocs' responsibilities with respect to end user support include the following:

[**]

2.10 LOGICAL DATABASE ADMINISTRATION (DBA) AND DEVELOPMENT SUPPORT

Amdocs' responsibilities with respect to logical database administration and
development support include the following:

[**]

3.0  HELP DESK SUPPORT

"Level 1 Support" personnel provide the entry point for inquiries or problem
reports from end users or customers. If Level 1 Support personnel cannot resolve
the inquiry or problem, the inquiry or problem is directed to the Level 2
Support for resolution.

"Level 2 Support" serves as a consolidation point for inquiries and problems
between Level 1 Support and Level 3 Support. If Level 2 Support personnel cannot
resolve the inquiry or problem, the inquiry or problem is directed to the Level
3 Support for resolution.

"Level 3 Support" is defined as the performance of activities necessary to
respond to and resolve inquiries or reported problems that can not be resolved
by Level 1 Support or Level 2 Support. Inquiries or problems are usually
reported by a Level 1 Support or Level 2 Support, but may be initiated directly
by end users or third party service providers.

3.1  LEVEL 1 SUPPORT AND LEVEL 2 SUPPORT

Amdocs' responsibilities with respect to Help Desk support include the
following:

[**]

3.2  LEVEL 3 SUPPORT

Amdocs' responsibilities with respect to Help Desk support include the
following:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

3.3  PROBLEM SUPPORT

Amdocs' responsibilities with respect to problem support include the following:

[**]

4.0  METHODOLOGIES, STANDARDS AND ARCHITECTURE

4.1  METHODOLOGIES, TOOLS, AND PRACTICES

Amdocs' methodologies, tools, and practices include the following, [**]as
described in the Policy and Procedures Manual:

[**]

4.2  STANDARDS

Amdocs' responsibilities with respect to standards include the following:

[**]

4.3  ARCHITECTURE

Amdocs' responsibilities with respect to architecture include the following:

[**]

5.0  QUALITY ASSURANCE

Amdocs' responsibilities with respect to quality assurance include the
following:

[**]

6.0  PRODUCTIVITY

Amdocs will [**] in Schedule G and Value Metrics as defined in the ITS Quality
System (CMM).

7.0  PLANNING AND ANALYSIS SERVICES

Amdocs' responsibilities with respect to planning and analysis include the
following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        3

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

8.0  DESIGN/BUILD SERVICES

8.1  DESIGN AND BUILD

Amdocs' responsibilities with respect to design and build Services include the
following:

[**]

9.0  TESTING SERVICES

9.1  TESTING

Amdocs' responsibilities with respect to testing include the following:

[**]

9.2  END USER ACCEPTANCE TESTING SUPPORT

Amdocs' responsibilities with respect to end user Acceptance testing include the
following:

[**]

10.0 IMPLEMENTATION SERVICES

10.1 IMPLEMENTATION MANAGEMENT

Amdocs' responsibilities with respect to implementation management include the
following:

[**]

10.2 TRAINING AND EDUCATION

Amdocs' responsibilities with respect to training and education include the
following:

[**]

11.0 MAINTENANCE AND SUPPORT SERVICES

11.1 GENERAL

"Maintenance and Support" services, functions, and responsibilities include such
activities [**].

11.2 RESOURCES

Amdocs' responsibilities with respect to resources include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        4

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Preparing [**] reports detailing Maintenance and Support work efforts with
sufficient detail to [**] AT&T as defined in Schedule R.

11.3 ERROR CORRECTION

Work effort expending against these activities would be considered [**].

Amdocs' responsibilities with respect to error correction include the following:

[**]

11.4 PREVENTIVE MAINTENANCE

Work effort expending against these activities would be considered [**].

Amdocs' responsibilities with respect to preventive maintenance include the
following:

[**]

11.5 MINOR ENHANCEMENTS

Amdocs' responsibilities with respect to Minor Enhancement Services include the
following:

[**]

11.6 PRODUCTION CONTROL AND SCHEDULING

Work effort expending against these activities would be considered [**].

Amdocs' responsibilities with respect to production control and scheduling
include the following:

[**]

11.7 OPERATIONS SUPPORT

Work effort expending against these activities would be considered [**].

Amdocs' responsibilities with respect to operations support include the
following:

[**]

11.8 R.H. DONNELLEY RESPONSIBILITIES

Amdocs' responsibilities with respect to AD/M support include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        5

<PAGE>

                                                              Schedule E, Part 1
                                Application Development and Maintenance Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

12.0 REGULATORY, LEGAL AND AUDIT COMPLIANCE, AND INDUSTRY AND GOVERNMENT
     REQUIRED CHANGES

Amdocs' responsibilities with respect to regulatory, legal and audit compliance,
and industry and government required changes include the following:

[**]

13.0 THIRD PARTY SOFTWARE SUPPORT

Amdocs' responsibilities with respect to Third Party Software support include
the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        6

<PAGE>

                                                              Schedule E, Part 2
                              Cross Functional - Equipment and Software Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 2)

                    CROSS FUNCTIONAL - EQUIPMENT AND SOFTWARE
                                    SERVICES

                 ALL REQUESTS IN THIS DOCUMENT WILL BE DONE PER
                     AT&T STANDARDS UNLESS OTHERWISE NOTED.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                              Schedule E, Part 2
                              Cross Functional - Equipment and Software Services
                                                           Contract No. 02026409

Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0  INTRODUCTION.........................................................     1
2.0  LONG RANGE PLANNING..................................................     1
3.0  EVALUATION AND TESTING...............................................     1
4.0  REFRESH AND TECHNICAL CURRENCY.......................................     1
     4.1  REFRESH.........................................................     1
     4.2  APPLICATION SOFTWARE CURRENCY AND RELEASE LEVELS................     1
     4.3  THIRD PARTY SOFTWARE CURRENCY AND RELEASE LEVELS................     1
     4.4  EQUIPMENT MODEL, ENGINEERING CHANGE AND FIRMWARE
          CURRENCY LEVELS.................................................     1
5.0  PROCUREMENT SERVICES.................................................     2
     5.1  PRE-ACQUISITION ADVICE..........................................     2
     5.2  PROCUREMENT ORDER ENTRY AND PROCESSING..........................     2
6.0  DELIVERY AND STAGING.................................................     2
7.0  EQUIPMENT AND SOFTWARE MAINTENANCE...................................     2
8.0  EQUIPMENT OPERATIONS AND SUPPORT.....................................     2
     8.1  EQUIPMENT SUPPORT...............................................     2
     8.2  EQUIPMENT OPERATIONS............................................     2
     8.3  INSTALLATION, UPGRADES AND CHANGES..............................     3
9.0  SOFTWARE OPERATIONS AND SUPPORT......................................     3
     9.1  SOFTWARE SUPPORT................................................     3
     9.2  INSTALLATION, UPGRADES AND CHANGES..............................     3
     9.3  VIRUS PROTECTION................................................     3
10.0 ADMINISTRATION.......................................................     3
     10.1 ASSET INVENTORY AND MANAGEMENT..................................     3
     10.2 LICENSE MANAGEMENT AND COMPLIANCE...............................     3
     10.3 EFFECTIVE USE OF EQUIPMENT AND SOFTWARE.........................     3
11.0 REDEPLOYMENT AND DISPOSAL OF EQUIPMENT...............................     4
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        i

<PAGE>

                                                              Schedule E, Part 2
                              Cross Functional - Equipment and Software Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               CROSS FUNCTIONAL - EQUIPMENT AND SOFTWARE SERVICES

1.0  INTRODUCTION

Amdocs will be responsible for providing Cross Functional - Equipment and
Software Services required in this Statement of Work. This Schedule sets forth
the [**].

2.0  LONG RANGE PLANNING

Amdocs' responsibilities with respect to long range planning include the
following:

[**]

3.0  EVALUATION AND TESTING

Amdocs' responsibilities with respect to evaluation and testing related to
in-scope Systems include the following:

[**]

4.0  REFRESH AND TECHNICAL CURRENCY

Amdocs will [**].

4.1  REFRESH

Amdocs' responsibilities with respect to Refresh include the following:

[**]

4.2  APPLICATION SOFTWARE CURRENCY AND RELEASE LEVELS

Amdocs' responsibilities with respect to Application Software currency and
release levels include the following:

[**]

4.3  THIRD PARTY SOFTWARE CURRENCY AND RELEASE LEVELS

Amdocs' responsibilities with respect to Third Party Software currency and
version levels include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                              Schedule E, Part 2
                              Cross Functional - Equipment and Software Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

4.4  EQUIPMENT MODEL, ENGINEERING CHANGE AND FIRMWARE CURRENCY LEVELS

Amdocs' responsibilities with respect to Equipment model, engineering change and
firmware currency levels (collectively, "Configuration") include the following:

[**]

5.0  PROCUREMENT SERVICES

5.1  PRE-ACQUISITION ADVICE

Amdocs' responsibilities with respect to procurement advice include the
following:

[**]

5.2  PROCUREMENT ORDER ENTRY AND PROCESSING

Amdocs' responsibilities with respect to order entry and processing include the
following:

[**]

6.0  DELIVERY AND STAGING

Amdocs' responsibilities with respect to delivery and staging include the
following:

[**]

7.0  EQUIPMENT AND SOFTWARE MAINTENANCE

Amdocs' responsibilities with respect to Equipment and Software maintenance
include the following:

[**]

8.0  EQUIPMENT OPERATIONS AND SUPPORT

Specific operational responsibilities for various categories of Equipment are
described elsewhere in this Schedule E.

8.1  EQUIPMENT SUPPORT

Amdocs' responsibilities with respect to Equipment support include the
following:

[**]

8.2  EQUIPMENT OPERATIONS

Amdocs' responsibilities with respect to Equipment operations include the
following:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                              Schedule E, Part 2
                              Cross Functional - Equipment and Software Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

8.3  INSTALLATION, UPGRADES AND CHANGES

Amdocs' responsibilities with respect to Equipment installation, upgrades and
changes include the following:

[**]

9.0  SOFTWARE OPERATIONS AND SUPPORT

Specific operational responsibilities for various categories of Software are
described elsewhere in this Schedule E.

9.1  SOFTWARE SUPPORT

Amdocs' responsibilities with respect to Software support include the following:

[**]

9.2  INSTALLATION, UPGRADES AND CHANGES

Amdocs' responsibilities with respect to Software installation, upgrades and
changes include the following:

[**]

9.3  VIRUS PROTECTION

Amdocs' responsibilities with respect to virus protection include the following:

[**]

10.0 ADMINISTRATION

10.1 ASSET INVENTORY AND MANAGEMENT

Amdocs' responsibilities with respect to assets include the following:

[**]

10.2 LICENSE MANAGEMENT AND COMPLIANCE

Amdocs' responsibilities with respect to license management and compliance
include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        3

<PAGE>

                                                              Schedule E, Part 2
                              Cross Functional - Equipment and Software Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

10.3 EFFECTIVE USE OF EQUIPMENT AND SOFTWARE

Amdocs' responsibilities with respect to the use of Equipment and Software
include the following:

[**]

11.0 REDEPLOYMENT AND DISPOSAL OF EQUIPMENT

Amdocs' responsibilities with respect to redeployment and disposal of Equipment
include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        4

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 3)

                       CROSS FUNCTIONAL - GENERAL SERVICES

                   ALL REQUESTS IN THIS DOCUMENT WILL BE DONE
                   PER AT&T STANDARDS UNLESS OTHERWISE NOTED.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
 1.0 INTRODUCTION.........................................................     1
 2.0 PROBLEM MANAGEMENT...................................................     1
     2.1  PROCESS AND PROCEDURE...........................................     1
     2.2  PROBLEM TRACKING SYSTEM.........................................     1
     2.3  COMMUNICATION AND NOTIFICATION..................................     1
     2.4  ESCALATION......................................................     1
 3.0 HELP DESK SUPPORT....................................................     1
     3.1  GENERAL.........................................................     1
     3.2  CALL MANAGEMENT.................................................     1
 4.0 CHANGE MANAGEMENT....................................................     2
     4.1  GENERAL.........................................................     2
     4.2  PROCESS.........................................................     2
     4.3  PROCEDURES......................................................     2
     4.4  MAINTENANCE PERIODS.............................................     2
 5.0 PROJECT MANAGEMENT AND SUPPORT.......................................     2
     5.1  PROJECT PLANNING................................................     3
     5.2  PROJECT IMPLEMENTATION..........................................     3
     5.3  CURRENT AND ONGOING PROJECTS....................................     3
 6.0 QUALITY ASSURANCE....................................................     3
 7.0 FACILITIES MANAGEMENT AND SUPPORT....................................     3
 8.0 PHYSICAL SECURITY ADMINISTRATION.....................................     3
     8.1  AT&T SITES......................................................     3
     8.2  NON-AT&T LOCATIONS..............................................     4
 9.0 LOGICAL SECURITY ADMINISTRATION......................................     4
10.0 BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES...................     4
     10.1 BUSINESS CONTINUITY.............................................     4
     10.2 DISASTER RECOVERY PLANNING......................................     4
     10.3 DISASTER RECOVERY AND BUSINESS CONTINUITY TESTING...............     4
     10.4 DISASTER RECOVERY ACTIVITIES....................................     4
     10.5 OFFSHORE DISASTER RECOVERY AND BUSINESS CONTINUITY..............     4
11.0 END USER OPERATIONS DOCUMENTATION....................................     5
12.0 ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS.......................     5
     12.1 BUSINESS DIVESTITURES...........................................     5
     12.2 BUSINESS ACQUISITIONS...........................................     5
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                           <C>
13.0 CONSOLIDATION AND RELOCATION SERVICES................................    5
14.0 TRAINING AND EDUCATION...............................................    5
     14.1 TRAINING FOR NEW END USERS......................................    5
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       ii

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                       CROSS FUNCTIONAL - GENERAL SERVICES

1.0  INTRODUCTION

Amdocs will be responsible for providing Cross Functional - General Services
required in this Statement of Work. This Schedule sets forth the common General
Services that Amdocs will provide for all Services that affect multiple Towers.
Requirements that are unique to a particular Tower are included in each
respective Statement of Work.

2.0  PROBLEM MANAGEMENT

2.1  PROCESS AND PROCEDURE

Amdocs' responsibilities with respect to Problem Management process and
procedure include:

[**]

2.2  PROBLEM TRACKING SYSTEM

Amdocs' responsibilities with respect to Problem Management tracking include:

[**]

2.3  COMMUNICATION AND NOTIFICATION

Amdocs's responsibilities with respect to Problem Management communication and
notification include:

[**]

2.4  ESCALATION

Amdocs' responsibilities with respect to Problem Management escalation include:

[**]

3.0  HELP DESK SUPPORT

3.1  GENERAL

Amdocs' responsibilities with respect to Help Desk include:

[**]

3.2  CALL MANAGEMENT

Amdocs' responsibilities with respect to Help Desk Calls include:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

3.2.1 FOR ALL CALLS

Help Desk procedures regarding Calls for the initial Help Desk support person
will include:

[**]

3.2.2 FOR CALLS THAT RELATE TO THE SERVICES:

Help Desk procedures regarding Calls that relate to the Services will include:

[**]

3.2.3 FOR CALLS THAT DO NOT ARISE FROM OR RELATE TO THE SERVICES:

Help Desk procedures regarding Calls that do not arise from or relate to the
Services will include:

[**]

4.0  CHANGE MANAGEMENT

4.1  GENERAL

Amdocs's responsibilities with respect to Change Management include:

[**]

4.2  PROCESS

Amdocs' responsibilities with respect the to Change Management process include:

[**]

4.3  PROCEDURES

Amdocs' responsibilities with respect to Change Management procedures include:

[**]

4.4  MAINTENANCE PERIODS

Amdocs' responsibilities with respect to Change Management maintenance include:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

5.0  PROJECT MANAGEMENT AND SUPPORT

5.1  PROJECT PLANNING

Amdocs' responsibilities with respect to project planning must be consistent
with the AT&T IT quality policy for project management methodology and will
include:

[**]

5.2  PROJECT IMPLEMENTATION

Amdocs' responsibilities with respect to project implementation include:

[**]

5.3  CURRENT AND ONGOING PROJECTS

A list of the current projects and ongoing projects are set forth in Schedule L.
As of the Commencement Date, AT&T will [**] prior to the Commencement Date.

[**] Amdocs' responsibilities with respect to completing ongoing projects
include:

[**]

6.0  QUALITY ASSURANCE

Amdocs will follow established Amdocs quality assurance practices unless
otherwise determined to be inconsistent or incompatible with Schedule QA, as
determined by the Governance Team. Where gaps or material weakness are
identified, Amdocs will adopt AT&T practices or modify and/or develop new
quality assurance practices [**].

[**]

7.0  FACILITIES MANAGEMENT AND SUPPORT

Amdocs' responsibilities with respect to facilities management and support
include:

[**]

8.0  PHYSICAL SECURITY ADMINISTRATION

8.1  AT&T SITES

Where Amdocs uses or visits locations and facilities at AT&T Sites, Amdocs'
responsibilities with respect to physical security include:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

8.2  NON-AT&T LOCATIONS

Where Amdocs uses non AT&T locations and facilities to support the provision of
Services to AT&T, Amdocs' responsibilities with respect to physical security
include:

[**]

9.0  LOGICAL SECURITY ADMINISTRATION

Amdocs' responsibilities with respect to logical security administration
include:

[**]

10.0 BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES

Amdocs will be responsible to [**].

10.1 BUSINESS CONTINUITY

AT&T will retain responsibility for its Business Continuity plans and management
activities and [**].

Amdocs' responsibilities with respect to Business Continuity include:

[**]

10.2 DISASTER RECOVERY PLANNING

Amdocs' responsibilities with respect to Disaster Recovery planning include:

[**]

10.3 DISASTER RECOVERY AND BUSINESS CONTINUITY TESTING

Amdocs' responsibilities with respect to Disaster Recovery and Business
Continuity testing include:

[**]

10.4 DISASTER RECOVERY ACTIVITIES

Amdocs' responsibilities with respect to Disaster Recovery activities include
the following:

[**]

10.5 Offshore Disaster Recovery and Business Continuity

Amdocs will maintain a Disaster Recovery and Business Continuity plan [**] in
provision of the Services to AT&T; a summary of such plan is set forth in
ATTACHMENT 5 TO SCHEDULE E, OFFSHORE DISASTER

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                              Schedule E, Part 3
                                             Cross Functional - General Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

RECOVERY AND BUSINESS CONTINUITY PLAN. Such Offshore Disaster Recovery and
Business Continuity plan, and revisions thereof, shall be reviewed and mutually
agreed upon with AT&T.

          Such plan [**].

11.0 END USER OPERATIONS DOCUMENTATION

All documentation maintained by Amdocs will be subject to [**] documentation and
will conform to the documentation standards and format agreed upon between AT&T
and Amdocs.

Amdocs' responsibilities with respect to operations documentation include:

[**]

12.0 ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS

[**] Amdocs will assist AT&T, subject to SECTION 9.5(K) (CHANGE CONTROL - NEW
ELIGIBLE RECIPIENTS) and SECTION 11.5 (EXTRAORDINARY EVENTS) of the Agreement,
by providing the following to include, but not limited to:

12.1 BUSINESS DIVESTITURES

Amdocs' responsibilities with respect to business divestitures include:

[**]

12.2 BUSINESS ACQUISITIONS

[**] Amdocs' responsibilities with respect to business acquisitions may include:

[**]

13.0 CONSOLIDATION AND RELOCATION SERVICES

Amdocs' responsibilities with respect to consolidation and relocation of AT&T's
operations and locations [**] include:

[**]

14.0 TRAINING AND EDUCATION

14.1 TRAINING FOR NEW END USERS

Refer to Schedule E Part 1, Section 10.2 for definition of Training and
Education.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                              Schedule E, Part 4
                                                     End User Computing Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 4)

                           END USER COMPUTING SERVICES

                 ALL REQUESTS IN THIS DOCUMENT WILL BE DONE PER
                     AT&T STANDARDS UNLESS OTHERWISE NOTED.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                              Schedule E, Part 4
                                                     End User Computing Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0 INTRODUCTION..........................................................     1
2.0 STANDARD PRODUCTS.....................................................     1
    2.1 DESCRIPTIONS......................................................     1
    2.2 MONITORING AND REPORTING..........................................     1
    2.3 DISTRIBUTION......................................................     1
3.0 INSTALLATIONS, MOVES, ADDS, AND CHANGES...............................     1
    3.1 PRE-EXECUTION.....................................................     1
    3.2 EXECUTION.........................................................     1
    3.3 PROJECT IMACS.....................................................     2
    3.4 ADDITIONAL AMDOCS' RESPONSIBILITIES...............................     2
4.0 OPERATIONS AND TECHNICAL SUPPORT......................................     2
5.0 ONGOING EQUIPMENT AND SOFTWARE SUPPORT................................     2
6.0 ELECTRONIC SOFTWARE DISTRIBUTION......................................     2
7.0 SOFTWARE AND EQUIPMENT CONFIGURATIONS.................................     2
8.0 REMOTE SYSTEMS MANAGEMENT.............................................     2
9.0 MOBILE ACCESS AND SUPPORT.............................................     3
    9.1 ACCESS AND SUPPORT................................................     3
    9.2 REPAIR AND MAINTENANCE............................................     3
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i
<PAGE>

                                                              Schedule E, Part 4
                                                     End User Computing Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           END USER COMPUTING SERVICES

1.0  INTRODUCTION

Amdocs will be responsible for providing the End User Computing Services
required in this Statement of Work..

2.0  STANDARD PRODUCTS

Amdocs' responsibilities with respect to Standard Products [**]. Amdocs'
responsibilities with respect to AT&T's Standard Products list include the
following:

[**]

2.1  DESCRIPTIONS

Amdocs' responsibilities with respect to descriptions of Standard Products
include the following:

[**]

2.2  MONITORING AND REPORTING

Amdocs' responsibilities with respect to monitoring and reporting use of
Standard Products include the following:

[**]

2.3  DISTRIBUTION

Amdocs' responsibilities with respect to distributing descriptions of Standard
Products include the following:

[**]

3.0  INSTALLATIONS, MOVES, ADDS, AND CHANGES

Amdocs' responsibilities with respect to installations, moves, adds, and changes
("IMAC") include the following, which are further defined in the Policy and
Procedures Manual:

[**]

3.1  PRE-EXECUTION

Amdocs' responsibilities with respect to preparation for performing IMACs
include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       1

<PAGE>

                                                              Schedule E, Part 4
                                                     End User Computing Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

3.2  EXECUTION

Having received and verified a valid IMAC request and performed all necessary
pre-work, Amdocs' responsibilities for performing the IMAC include the
following:

[**]

3.3  PROJECT IMACS

3.3.1 AMDOCS' RESPONSIBILITIES

Amdocs' responsibilities with respect to Project IMACs will include the
following:

[**]

3.3.2 AT&T'S RESPONSIBILITIES

AT&T's responsibilities with respect to Project IMACs will include the
following:

[**]

3.4  ADDITIONAL AMDOCS' RESPONSIBILITIES

Amdocs' responsibilities with respect to IMACs also include the following:

[**]

4.0  OPERATIONS AND TECHNICAL SUPPORT

Amdocs' responsibilities with respect to end user operations and technical
support include the following:

[**]

5.0  ONGOING EQUIPMENT AND SOFTWARE SUPPORT

Amdocs' responsibilities with respect to ongoing Equipment and Software support
include the following:

[**]

6.0  ELECTRONIC SOFTWARE DISTRIBUTION

Amdocs' responsibilities with respect to software distribution include the
following:

[**]

7.0  SOFTWARE AND EQUIPMENT CONFIGURATIONS

Amdocs' responsibilities with respect to Software and Equipment configurations
include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                              Schedule E, Part 4
                                                     End User Computing Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

8.0  REMOTE SYSTEMS MANAGEMENT

Amdocs' responsibilities with respect to remote Systems management include the
following:

[**]

9.0  MOBILE ACCESS AND SUPPORT

9.1  ACCESS AND SUPPORT

Amdocs' responsibilities with respect to mobile access and support include the
following:

[**]

9.2  REPAIR AND MAINTENANCE

Amdocs' responsibilities with respect to providing repair and maintenance
services for mobile Equipment and Software utilized by mobile end users (e.g.,
laptops, portable printers, etc.) include the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

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Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 5)

                                   GOVERNANCE

                      RESTRICTED - PROPRIETARY INFORMATION

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Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
1.0 INTRODUCTION.........................................................     1

2.0 ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS............     1
    2.1 AT&T.............................................................     1
    2.2 AMDOCS...........................................................     5

3.0 COMMITTEES AND TEAMS.................................................     9
    3.1 EXECUTIVE STEERING COMMITTEE.....................................     9
    3.2 MANAGEMENT COMMITTEE.............................................    11
    3.3 SERVICE DELIVERY COMMITTEE.......................................    14
    3.4 TECHNICAL STEERING COMMITTEE.....................................    16

4.0 ISSUE ESCALATION PROCEDURES..........................................    17
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

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Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   GOVERNANCE

1.0  INTRODUCTION

This Schedule sets out the Governance structure for the Agreement, the roles and
responsibilities of both Parties to maintain a working relationship, and the
type, content and frequency of the status meetings that will be held. AT&T's
Contract Executive, Contract Manager, Contract Administrator, Business Unit
Coordinator, Finance Manager, Performance Managers and Technology Architecture
Program Office Managers comprise the "AT&T Governance Team." Amdocs' Account
Executive, Account Manager, Transition Manager, Architecture Program Office,
Service Delivery Managers, Resourcing Manager, Service Control Manager, Finance
Manager, and Human Resource Director comprise the "Amdocs Governance Team."
Amdocs shall replace any member of Amdocs' Governance Team upon reasonable
request by AT&T to Amdocs. For the avoidance of doubt, there shall be no
additional Charges for the Amdocs' Governance Team members or for the activities
of Amdocs described in this Schedule E (Statement of Work - Governance). The
AT&T Governance Team and the Amdocs Governance Team are collectively referred to
in this Agreement as the "Governance Team".

Upon notice to the other Party, each Party reserves the right to replace or
substitute members of its own Governance Team and change the titles and
responsibilities of members of its Governance Team (with members that have
equivalent decision-making authority). Notwithstanding anything in this
Agreement to the contrary, representatives from any Eligible Recipient (e.g.,
AT&T Real Yellow Pages, Procurement) shall have the opportunity to attend and
participate in Governance Team meetings.

A Party may fill multiple positions in its Governance Team with the same
individual; provided, however, that Amdocs Account Executive and the Amdocs
Account Manager shall be separate individuals.

With respect to meetings under this Agreement, such meetings may be held by
teleconference or videoconference, unless AT&T reasonably requests that such
meetings be held in person at a location designated by AT&T. Each Party shall
bear its own expenses (travel or otherwise) in connection with the meetings.

If the two parties cannot agree to what is reasonable, the Governance Escalation
process will be followed.

2.0  ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS

2.1  AT&T

2.1.1 AT&T CONTRACT EXECUTIVE

AT&T's Contract Executive's responsibilities include:

     1.   Managing the overall relationship with Amdocs.

     2.   Providing leadership and guidance to the AT&T Governance organization.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

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                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     3.   Working with the Amdocs Account Executive and Amdocs Account Manager
          to progress the goals and objectives of the arrangement.

     4.   Resolving escalated issues in accordance with the Governance
          escalation procedures.

     5.   Providing liaison activities and guidance with Amdocs's corporate
          executive leadership in regard to the strategic needs of AT&T.

2.1.2 AT&T CONTRACT MANAGER

AT&T's Contract Manager has primary operational responsibility for the Agreement
and monitoring Amdocs deliverables and commitments. The Contract Manager's
responsibilities include:

     1.   Monitoring Amdocs and AT&T compliance with the obligations of the
          Agreement.

     2.   Monitoring Amdocs contract level deliverable commitments.

     3.   Tracking fulfillment of Amdocs deliverables.

     4.   Assuring auditability of Amdocs processes.

     5.   Managing benchmarking activities, according to the Agreement.

     6.   Staffing and managing the AT&T Governance organization.

     7.   Resolving escalated issues according to the Governance escalation
          procedures.

     8.   Approving or declining all work requests that are in excess of
          pre-established expenditure amounts or circumstances, including New
          Services.

     9.   Evaluating Service Level [**] and approving any action plans resulting
          from critical Service Level Failures.

     10.  Approving, authorizing and overseeing all contract related policies
          and procedures.

2.1.3 AT&T CONTRACT ADMINISTRATOR

AT&T's Contract Administrator has primary administrative responsibility for the
Agreement including the management of all reporting and updates to the
Agreement. The Contract Administrator's responsibilities include:

     1.   Ensuring receipt and review of all Amdocs reports required by the
          Agreement.

     2.   Serving as the single point of contact for all requests and
          communications originating from Amdocs with respect to the Agreement.
          Except for day-to-day communications for which alternative procedures
          are described elsewhere in the Agreement or for notices governed by
          Section 21.3 of the Agreement, Amdocs shall direct all requests and
          communications required by, permitted under or made in connection with
          the Agreement to the AT&T Contract Administrator.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       2

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     3.   Developing standard reporting and communication requirements between
          the Amdocs and various staff and organizations within AT&T.

     4.   Developing and assisting with negotiations related to all addendums
          and updates to the Agreement that are required during the Term.

     5.   Assisting with interpretation and intent of the Parties in regard to
          the terms and conditions of the Agreement.

2.1.4 AT&T QUALITY ASSURANCE PROGRAM MANAGER

AT&T's Quality Assurance (QA) Program Manager has the overall responsibility for
tracking the quality of the Amdocs' software development processes and
deliverables. The Quality Assurance Program Manager reports to the AT&T Contract
Manager. The Quality Assurance Program Manager's responsibilities include:

     1.   Developing and implementing processes and procedures to monitor,
          measure and report quality, reliability and performance of Amdocs'
          deliverables, and their conformance to requirements (business and
          technical).

     2.   Verifying, monitoring and reporting to AT&T Amdocs' compliance
          against:

          [**]

     3.   Conducting scheduled QA reviews and audits to verify that the Amdocs
          project activities and services are following the AT&T standards and
          communicating results to the Service Delivery Committee.

     4.   Conducting post project reviews to identify Amdocs processes and
          activities that worked well, along with areas of improvement.

     5.   Monitoring Amdocs defect resolutions and root cause analysis of
          problems

2.1.5 AT&T BUSINESS UNIT COORDINATOR

AT&T's Business Unit Coordinator has the overall responsibility for AT&T's
customer relationship with Amdocs and fulfilling AT&T's obligations under the
Transition Plan. The Business Unit Coordinator's responsibilities include:

     1.   Providing advice and counsel to AT&T business units regarding the
          terms and conditions of the Agreement.

     2.   Providing support to AT&T business units in regard to questions and
          issues arising from the delivery of Services.

     3.   Acting as the primary interface between the Amdocs' organization and
          the AT&T business unit in regards to issue management and problem
          escalation.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       3

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     4.   Assisting AT&T's client facing organization with documenting,
          reviewing, and tracking Change Requests, WRFs and Service issues
          (problems/defects).

     5.   Identifying and escalating service issues related to specific business
          units until resolved.

     6.   Facilitating the project approval process and work authorization in
          accordance with the processes described in the Policy and Procedures
          Manual.

     7.   Overseeing projects and their status for the AT&T business unit.

     8.   Participating as an SME on Project Realization Teams (PRT)

     9.   Reviewing and approving or rejecting the AT&T business units user
          acceptance Testing activities.

     10.  Managing AT&T's obligations for Modernization Services and Service
          Levels (as described in Schedule A and Schedule G).

     11.  Approving or rejecting the Transition Plan.

     12.  Coordinating the transition of AT&T's applicable personnel,
          subcontractors and Equipment to Amdocs under the Transition Plan.

     13.  Monitoring Amdocs' strategies for the transition of the infrastructure
          necessary to operate the account including all financial, human
          resources, security, facilities and communication.

     14.  Monitoring the implementation of Amdocs' service delivery plan.

     15.  Monitoring all service delivery processes and tracking that the
          Service Level reporting mechanisms are established and operational to
          AT&T's satisfaction.

     16.  Establishing and coordinating Amdocs demarcation with AT&T's
          business-operating environment for the entire account.

2.1.6 AT&T FINANCE MANAGER

AT&T's Finance Manager oversees all financial activities related to the
Agreement and the delivery of Services. The Finance Manager's responsibilities
include:

     1.   Assisting the AT&T Area Financial Manager in establishing and managing
          the overall budget in connection with the Agreement.

     2.   Monitoring that savings objectives for the Agreement are being met.

     3.   Assisting the AT&T Area Financial Manager in reviewing and approving
          or rejecting financial analysis for all Amdocs sponsored initiatives
          to ensure financial viability.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       4

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     4.   Assisting in and supporting, as needed, the review of [**] charges to
          assure the accuracy of [**].

     5.   Ensuring that anticipated and agreed-upon Amdocs financial
          responsibilities are [**], except as provided under the Agreement.

     6.   Investigating variances in forecasted expenses or usage of the annual
          software development effort.

     7.   Establishing and maintaining the AT&T charge back process and systems.

2.1.7 AT&T TECHNOLOGY ARCHITECTURE PROGRAM MANAGERS

AT&T's Technology Architecture Program Office Managers will have the primary
responsibilities to review technical and architecture standards compliance.
Program Managers' responsibilities include:

     1.   Developing processes and procedures to track that Amdocs's services
          are in alignment with the AT&T business and AT&T IT architecture
          strategies.

     2.   Coordinating the IT architectural standards of AT&T and working with
          AT&T and Amdocs to develop the Long Range IT Plan, as described in
          Schedule E, Part 2 - Cross Functional - Equipment and Software
          Services.

     3.   Reviewing and approving or rejecting Amdocs' solution approach,
          including but not limited to:

               a.   Technical architecture designs at a level of detail that
                    provides AT&T appropriate visibility into the application
                    design to evaluate compliance with AT&T standards.

               b.   Logical and physical data models

               c.   Data access methods and call patterns

     4.   Reviewing and approving or rejecting Amdocs' IT plan

     5.   Reviewing and approving specific project plans and Change Requests to
          comply with Long Term IT Plan.

     6.   Providing support to AT&T and end users in accordance with the Problem
          Management process, as described in Schedule E, Part 3 - Cross
          Functional - General Services

     7.   Review designs/architecture/approval data models

2.2  AMDOCS

2.2.1 AMDOCS ACCOUNT EXECUTIVE

Amdocs' Account Executive has complete authority and responsibility to deliver
all Services from Amdocs to AT&T. The Account Executive's responsibilities
include:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       5

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     1.   Managing the overall relationship regarding Amdocs and AT&T.

     2.   Ensuring that Amdocs fulfills all of its obligations under the
          Agreement.

     3.   Working with the AT&T Governance Team to establish, manage, and meet
          commitments, requirements, and expectations.

     4.   Working with AT&T executives and business unit managers after approval
          from AT&T to align the delivery of Services with the strategic needs
          of AT&T; such activities will be performed with the approval and in
          conjunction with the AT&T Contract Manager.

     5.   Informing AT&T about new corporate capabilities and developments
          within Amdocs' organization; proposing ideas and solutions that will
          provide ongoing benefit to AT&T.

     6.   Responding, or ensuring the response by Amdocs' subject matter
          experts, to all requests for strategic or relationship-wide questions
          or requests from the AT&T.

2.2.2 AMDOCS ACCOUNT MANAGER

Amdocs' Account Manager will have primary business operating performance
responsibility for the account and will assure that all delivery commitments and
deliverables required under the Agreement are provided to AT&T. The Account
Manager's responsibilities include:

     1.   Working with the AT&T Contract Manager to manage and meet commitments,
          requirements and expectations.

     2.   Ensuring that all Service Levels are met.

     3.   Ensuring that Amdocs' performance requirements as they relate to AT&T
          business requirements and business objectives are satisfied.

     4.   Assuring operational compliance with the Agreement and ensuring that
          Amdocs fulfills its obligations under the Agreement, including all
          obligations relating to Deliverables.

     5.   Establishing and executing the account management disciplines,
          business management processes, and associated reporting.

     6.   Ensuring prompt identification and resolution of service delivery
          issues.

     7.   Ensuring that Amdocs' performance requirements as they relate to the
          AT&T strategic business planning (i.e., business and architecture,
          strategic options, business assessment, business operating plans)
          requirements are met.

     8.   Staffing and leading the Amdocs management team and project staff.

     9.   Accepting requests for new projects from AT&T and ensuring that such
          requests are handled pursuant to the Change Management procedures set
          forth in Section 9.5 of the Agreement, applicable Statements of Work
          and the Policy and Procedures Manual.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       6

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     10.  Ensuring the delivery to AT&T of all data that Amdocs is obligated to
          provide to AT&T under the Agreement as well as all data reasonably
          requested by AT&T.

2.2.3 AMDOCS TRANSITION MANAGER

Amdocs' Transition Manager has the overall responsibility for the successful
[**]. The Transition Manager's responsibilities include:

     1.   Establishing the account infrastructure necessary to operate the
          account including all financial, human resources, security, facilities
          and communication.

     2.   Developing and implementing the service delivery plan.

     3.   Installing all service delivery processes and ensuring that the
          Service Level reporting mechanisms are established and operational.

     4.   [**]

     5.   Establishing the business-operating environment for the entire
          account.

     6.   Responding to all AT&T requests for information related to the
          Transition Services.

2.2.4 AMDOCS ARCHITECTURE PROGRAM OFFICE

Amdocs' Architecture Program Office will be responsible for liaison with the
AT&T IT architecture team and assuring that architectural initiatives and
decisions are fully supported and executed. The Architecture Program Office
responsibilities include:

     1.   Interfacing with and fully supporting the AT&T IT architecture team.

     2.   Ensuring compliance with the Long Range IT Plan, as described in
          Schedule E Part 2 - Cross Functional - Equipment and Software
          Services.

     3.   Coordinating and facilitating sharing of architectural information
          between AT&T and the Amdocs.

2.2.5 AMDOCS SERVICE DELIVERY MANAGERS

Amdocs' Service Delivery Managers will have the primary responsibility to
deliver the Services associated with each Tower within the scope of the
Agreement. The Service Delivery Managers' responsibilities include:

     1.   Meeting all Service Levels and contractual commitments for the
          respective Towers.

     2.   Staffing all Service delivery with the appropriate level of trained
          personnel.

     3.   Forecasting resource requirements and managing resourcing
          requirements.

     4.   Meeting the AT&T's IT architectural standards and working with AT&T to
          develop the Long Range IT Plan, as described in Schedule E Part 2 -
          Cross Functional - Equipment and Software Services.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       7

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     5.   Providing support to AT&T and end users in accordance with the problem
          management process.

     6.   Implementing Amdocs' development methodology as tailored to meet AT&T
          development standards.

     7.   Providing all Service Level reporting to AT&T and the service control
          function

     8.   Implementing and meeting the requirements of the AT&T business
          continuity plans set forth in Schedule E Part 3 - Cross Functional
          General Services.

2.2.6 AMDOCS RESOURCING MANAGER

Amdocs' Resourcing Manager will be responsible to manage and execute resource
allocation strategies across the account. The Resourcing Manager's
responsibilities include:

     1.   Managing transition of subcontractors.

     2.   Managing Amdocs relationships.

     3.   Managing selection of subcontractors (e.g., included permitted
          offshore subcontractors).

     4.   Managing shared resource centers within the AT&T account.

     5.   Managing overall resource levels in accordance with AT&T resource
          requirements.

2.2.7 AMDOCS SERVICE CONTROL MANAGER

Amdocs' Service Control Manager will be responsible for delivering the metrics
program for the account and overseeing the implementation of the account system
development methodology. The Service Control Manager's responsibilities include:

     1.   Interfacing as needed with AT&T.

     2.   Establishing the Amdocs metrics program.

     3.   Providing direction for the account program office function.

     4.   Constructing the performance reports and managing the monthly
          reporting.

     5.   Establishing Amdocs benchmarking methodology in accordance with the
          Agreement

     6.   Introducing Amdocs' methodology on the account, modifying it to meet
          AT&T development standards, and ensuring that this methodology is
          implemented on the account.

     7.   Providing training as required by the Agreement.

     8.   Providing process ownership for service delivery processes

     9.   Providing Amdocs quality assurance function.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       8

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     10.  Implementing a client satisfaction survey for the account, according
          to the Agreement.

2.2.8 AMDOCS FINANCE MANAGER

Amdocs' Finance Manager will be responsible for all financial, billing,
contractual compliance and new business management functions. The Finance
Manager's responsibilities include:

     1.   Providing the monthly invoice and all account billing and reporting
          functions.

     2.   Implementing and managing Amdocs' financial system including time
          recording, labor reporting, billing, budgeting, forecasting, and
          annual planning.

     3.   Acting as the primary Amdocs focus for new service establishment for
          AT&T.

     4.   Managing other administrative functions including physical and logical
          security, facilities and contracts.

     5.   Providing financial reporting in accordance with the Agreement.

2.2.9 AMDOCS HUMAN RESOURCE DIRECTOR

Amdocs' Human Resource Director will be responsible for personnel policies or
process administration. The Human Resource Director's responsibilities include:

     1.   Establishing all personnel administration policies for the AT&T
          account.

     2.   Providing the Human Resource management function for the AT&T account.

     3.   Providing the recruitment and placement function for the AT&T account.

     4.   Providing the communication forms for the AT&T account.

     5.   Interfacing with the AT&T Contract Manager on personnel issues.

     6.   Submitting the quarterly resource roster to the AT&T Contract
          Administrator ninety (90) days in advance of any changes.

3.0  COMMITTEES AND TEAMS

3.1  EXECUTIVE STEERING COMMITTEE

Prior to the Effective Date, the Parties will form and name members of an
Executive Steering Committee. The names and titles of the representatives
serving on the initial Executive Steering Committee are attached to this
Schedule. The Executive Steering Committee will have executive management
responsibility for the Agreement and for the relationship between the Parties
and shall provide business oversight and ensure the alignment of the Long Range
IT Plan and Service delivery objectives. This committee will also assist the
AT&T Contract Manager and the Amdocs Account Manager in decisions that directly
affect the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       9

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

AT&T's Contract Manager and a Amdocs Account Manager will be appointed by each
respective Party to liaise with the Executive Steering Committee and to monitor
and resolve where possible any issues raised by the AT&T Service Managers and
the Amdocs Service Delivery Managers. The AT&T Service Managers and Amdocs
Service Delivery Managers will carry out the day-to-day coordination of Service
delivery, and include other AT&T representatives as required.

AT&T and Amdocs will jointly develop and implement agreed performance management
and business assurance processes.

Amdocs will deploy the performance management and business assurance processes
at the Sites to ensure the stable start-up and efficient delivery of the
Services.

3.1.1 MEMBERS

The Executive Steering Committee will be chaired by the AT&T Contract Manager
and will be comprised of the following individuals:

     1.   AT&T Contract Executive.

     2.   AT&T Contract Manager.

     3.   Amdocs Account Executive.

     4.   Amdocs Account Manager.

     5.   Other AT&T and Amdocs personnel as required.

3.1.2 KEY RESPONSIBILITIES

The Executive Steering Committee's responsibilities include the following:

     1.   Ensuring business alignment between the Parties, analysis of AT&T and
          Amdocs business plans, and oversight of new or modified Services
          during the Term.

     2.   Developing strategic requirements and plans associated with the
          Services during the Term.

     3.   Ensuring that the annual technology plan is in accordance with and
          supports the Long Range IT Plan.

     4.   Agreeing to and periodically reviewing the authority of the committees
          and makeup of the individual members of the Management Committee and
          the Service Delivery Committee.

     5.   Approving the Management Committee report and recommendations,
          including review and approval of the following:

     5.1. Transition Plan implementation, including progress and achievement of
          Critical Deliverables and key activities.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       10

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     5.2. Service Level reports and modifications.

     5.3. Continuous improvement and quality assurance measures.

     5.4. Reset of Critical Service Levels.

     5.5. Financial issues and performance.

     5.6. Customer satisfaction surveys, according to the Agreement.

     5.7. Audit results.

     5.8. Benchmarking results according to the Agreement.

     5.9. Attempting to resolve issues escalated by the Management Committee.

     5.10. Resource plans according to the Agreement.

     6.   Disposition of disputed issues.

3.1.3 MEETINGS

The Executive Committee will meet upon the request of either Party, but no more
than [**] without the consent of both Parties. The Party requesting the meeting
shall prepare and distribute a written agenda at least [**] prior to the
meeting. Amdocs shall keep minutes of each meeting and shall distribute the
minutes to AT&T within [**] after each meeting.

3.2  MANAGEMENT COMMITTEE

Prior to the Effective Date, the Parties will establish a Management Committee.
The names and titles of the representatives serving on the initial Management
Committee are attached to this Schedule.

3.2.1 MEMBERS

The Management Committee will be chaired by AT&T's Contract Manager and will be
comprised of the following individuals:

     1.   AT&T Contract Manager.

     2.   AT&T Contract Administrator.

     3.   AT&T Finance Manager.

     4.   Amdocs Account Manager.

     5.   Amdocs Finance Manager.

     6.   Other AT&T and Amdocs personnel as required.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       11

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

3.2.2 AUTHORITY

Subject to direction and approval from the Executive Steering Committee and to
the authority derived from the Change Control procedures set forth in Section
9.5 of the Agreement, the Management Committee will have general authority and
responsibility regarding:

     1.   Approving changes to the Agreement.

     2.   Adding, modifying, and/or removing Services covered by the Agreement.

     3.   Operational, technical, financial, and general management oversight of
          the Agreement.

     4.   Resolving issues escalated by the Service Delivery Committee.

Notwithstanding the foregoing, any addition, removal or modification of the
Services shall require the written consent of the AT&T Contract Executive and
the AT&T Contract Manager. Any change or amendment to the Agreement shall not
take effect unless such change or amendment is in writing and signed by an
authorized representative of the Party authorized to make such changes.

3.2.3 KEY RESPONSIBILITIES

The Management Committee's responsibilities include:

     1.   Managing the performance of the Parties' respective roles and
          responsibilities under the Agreement.

     2.   Implementing the Agreement.

     3.   Managing risks and opportunities for improvement.

     4.   Monitoring Service delivery and transition activities based on
          reporting and coordination with the Service Delivery Committee.

     5.   Considering and approving, where possible, operational and technical
          changes in accordance with the Change Management requirements.

     6.   Considering and approving, where possible, changes to the Agreement
          and to the Services in accordance with the Change Control procedures
          set forth in Section 9.5 of the Agreement.

     7.   Seeking to resolve any issues escalated by the Service Delivery
          Committee.

     8.   Escalating any issues not resolved by the Management Committee to the
          Executive Steering Committee.

     9.   Producing Management Committee summary reports and submitting them for
          Executive Steering Committee review.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       12

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     10.  Approving the following and reporting, as required, to the Executive
          Steering Committee with respect to:

     10.1. Service Levels, Service Level [**].

     10.2. Continuous improvement and quality assurance measures.

     10.3. Proposals for reset of Service Levels.

     10.4. Review of financial performance

     10.5. Pricing.

     10.6. Customer satisfaction surveys, according to the Agreement.

     10.7. Audit results.

     10.8. Benchmarking results according to the Agreement.

     11.  Monitoring and reviewing the ongoing status of third party contracts
          as appropriate and according to the Agreement.

     12.  Initiating the recommendations and suggestions made by the Executive
          Steering Committee relating to the Services and the Agreement.

     13.  Ensuring the implementation of process/infrastructure, financial and
          resource plans.

     14.  Recommending changes to the Policy and Procedures Manual submitted to
          AT&T for approval

     15.  Reviewing business and technical proposals submitted by AT&T business
          sponsors or Amdocs personnel.

     16.  Recommending new proposals to the Executive Steering Committee.

     17.  Providing advice and direction to the Service Delivery Committee for
          performance improvement.

     18.  Preparing the following reports:

     18.1. Summary Executive Reports

     18.2. Global Management Report

     18.3. Service Level Reporting

     18.4. Transition Reports

     19.  Delegating any powers it considers appropriate to the Service Delivery
          Committee.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       13

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

3.2.4 MEETINGS

The Management Committee will meet, at a minimum, monthly, and at other times as
agreed between the Parties, to review:

     1.   Contract Management and Change Control.

     2.   Service delivery.

     3.   Transition management.

     4.   Transformation management.

     5.   Change Management.

     6.   Technical planning.

Either Party may include items on a written agenda that Amdocs shall distribute
at [**] prior to the meeting. Amdocs shall keep minutes of each meeting and
shall distribute the minutes to AT&T within [**] after each meeting.

3.3  SERVICE DELIVERY COMMITTEE

Prior to the Effective Date, the Parties will establish a Service Delivery
Committee. The names and titles of the representatives serving on the initial
Service Delivery Committee are attached to this Schedule.

3.3.1 MEMBERS

The Service Delivery Committee will be comprised of the following individuals:

     1.   AT&T Service Managers.

     2.   AT&T Business Unit Coordinator.

     3.   AT&T QA Site Service Managers.

     4.   Amdocs Service Delivery Managers.

     5.   Other AT&T and Amdocs personnel as required.

3.3.2 AUTHORITY

The Service Delivery Committee will have authority regarding:

     1.   Review and approval, where possible, of the short-term and long-term
          plans and activities in regard to the delivery of the Services.

     2.   Resolution of Service delivery problems.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       14

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     3.   Upward notification of all issues that might result in the addition,
          deletion, or modification of the Services, or the terms of the
          Agreement, irrespective of the initiating Party.

     4.   Agreement on Service delivery initiatives.

3.3.3 KEY RESPONSIBILITIES

The Service Delivery Committee's responsibilities will be determined and
delegated in each case by the Management Committee and may include matters
within the relevant region including:

     1.   Implementing the Transition Plan and monitoring Service delivery.

     2.   Monitoring Critical Deliverables and Service Levels.

     3.   Coordinating and communicating day-to-day Service delivery issues;
          addressing, co-coordinating and prioritizing the issues affecting the
          provision of the Services to AT&T.

     4.   Reviewing and escalating operational problems and issues to the
          Management Committee and in accordance with the Policy and Procedures
          Manual.

     5.   Reviewing and scheduling change requests in accordance with the Change
          Management requirements.

     6.   Ensuring efficient flow of documentation as required by the Agreement.

     7.   Handling disputes within the authority of the AT&T and Amdocs
          representatives, and referring others to the Management Committee.

     8.   Submitting issues concerning the relationship between the Parties to
          the Management Committee for its guidance and recommendations.

     9.   Submitting reports to the Management Committee.

     10.  Advising the Management Committee of new opportunities and proposals.

     11.  Identifying and referring matters outside the authority of AT&T and
          Amdocs representatives to the Management Committee.

     12.  Reviewing and presenting recommendations and suggestions made by AT&T
          representatives and Amdocs representatives relating to the Services
          and initiating appropriate actions.

     13.  Identifying issues that may have an impact outside the relevant Sites
          and referring these to the Management Committee and to other Sites as
          required.

     14.  Monitoring and reviewing the ongoing status of third party contracts.

     15.  Reviewing and adjusting the following, as directed by the Management
          Committee:

     15.1. Service Levels.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       15

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     15.2. Continuous improvement and quality assurance measures.

     15.3. Customer satisfaction surveys, according to the Agreement.

     15.4. Audits, according to the Agreement.

     15.5. Benchmarking results, according to the Agreement.

     16.  Preparing the following reports:

     16.1. Regional/Management Reports.

     16.2. Service Levels and Service delivery results, as required.

     16.3. Minutes.

3.3.4 MEETINGS

The Service Delivery Committee will meet, at a minimum, bi-weekly, and at other
times as directed by the Management Committee, to review:

     1.   Contract issues.

     2.   Service Delivery.

     3.   Transition Management.

     4.   Transition/projects.

Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within twenty four (24) hours after each meeting.

3.4  TECHNICAL STEERING COMMITTEE

Within [**] following the Effective Date, a Technical Steering Committee will be
established by the Parties to focus on the development of the annual and Long
Range IT Plans. The Technical Steering Committee will meet [**], and at other
times as agreed between the Parties.

3.4.1 MEMBERS

The Technical Steering Committee will be chaired and the agenda set by the AT&T
IT Architecture Manager and will be comprised of the following individuals:

     1.   AT&T Contract Manager or their nominated deputy.

     2.   AT&T IT Architecture Manager.

     3.   AT&T Applications Development and Maintenance Manager.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       16

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     4.   AT&T Infrastructure and Maintenance Manager

     5.   AT&T Business Unit Coordinator.

     6.   Amdocs Account Manager.

     7.   Amdocs assigned Chief Technology Officer for AT&T.

     8.   AT&T and Amdocs Subject Matter Experts.

3.4.2 KEY RESPONSIBILITIES

The Technical Steering Committee's responsibilities include:

     1.   Reviewing and aligning AT&T's IT strategy and IT policies with the
          Annual and Long Range IT Plans for authorization by the Executive
          Steering Committee.

     2.   Recommending changes to the Long Range IT Plan for approval by the
          Executive Steering Committee.

     3.   Reviewing the Amdocs' proposals for implementing the Long Range IT
          Plan.

     4.   Using management reports and any other appropriate sources, to
          research, develop, review and approve technical initiatives to address
          business problems and opportunities as agreed by the Executive
          Steering Committee and the Management Committee.

     5.   Providing advice and guidance to the Management Committee for
          technical improvement and making recommendations directly to AT&T and
          Amdocs on issues affecting the technical infrastructure that supports
          the AT&T business operations.

     6.   Reviewing technical policy standards and making recommendations to the
          Management Committee.

     7.   Reviewing Amdocs migration plan to ensure compliance with AT&T
          standards

     8.   Reviewing any proposals for reductions in the costs of the Services
          driven by new technology.

Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within [**] after each meeting.

4.0  ISSUE ESCALATION PROCEDURES

From time to time, issues will arise that cannot be resolved at the various
levels of management within the AT&T and Amdocs teams. Issues that cannot be
resolved will be escalated as follows:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       17

<PAGE>

                                                              Schedule E, Part 5
                                                                      Governance
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       18

<PAGE>

                                                              Schedule E, Part 6
                                            Policy and Procedures Manual Content
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 6)

                      POLICY AND PROCEDURES MANUAL CONTENT

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                              Schedule E, Part 6
                                            Policy and Procedures Manual Content
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
1.0 INTRODUCTION.........................................................      1

2.0 GENERAL CONTENT AND ORGANIZATION.....................................      1
    2.1 ORGANIZATIONAL OVERVIEW..........................................      1
    2.2 TRANSITION ACTIVITIES AND RESPONSIBILITIES.......................      1
    2.3 PERFORMANCE MANAGEMENT PROCEDURES................................      1
    2.4 CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES.........      1
    2.5 DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES.............      1
    2.6 FINANCIAL MANAGEMENT PROCEDURES..................................      2
    2.7 CONTRACT MANAGEMENT PROCEDURES...................................      2
    2.8 RELATIONSHIP MANAGEMENT PROCEDURES...............................      2
    2.9 AMDOCS' OPERATIONAL PROCEDURES...................................      2
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i

<PAGE>

                                                              Schedule E, Part 6
                                            Policy and Procedures Manual Content
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                      POLICY AND PROCEDURES MANUAL CONTENT

1.0  INTRODUCTION

This document describes the general content and organization of the Policy and
Procedures Manual that will be developed to support governance of the Agreement.

2.0  GENERAL CONTENT AND ORGANIZATION

The table below provides the general organization and content of the Policy and
Procedures Manual. Although not intended to replicate the Agreement, the Policy
and Procedures Manual provides comprehensive documentation of the procedures
that will be followed to implement and manage the Agreement and the overall
relationship. Detailed text or requirements referenced in the agreement may be
supplied in the Policy and Procedures Manual.

Responsibilities of Amdocs and AT&T by job title or function will be indicated
within the document. The manual will be used jointly by the Parties to assist
with overall coordination and communication regarding the Agreement.

In the event that, on the Commencement Date the Policy and Procedures Manual
does not yet contain procedures addressing all areas set forth in this document,
Amdocs shall follow AT&T's preexisting procedures until mutually agreed
otherwise by AT&T and Amdocs.

A "(Y)" after content description indicates that the item must be completed by
the Commencement Date.

2.1  ORGANIZATIONAL OVERVIEW

[**]

2.2  TRANSITION ACTIVITIES AND RESPONSIBILITIES

This Section can be archived after the Transition Period has ended; can reuse
applicable information from the Transition Plan or reference it if all
information is provided within the Transition Plan.

[**]

2.3  PERFORMANCE MANAGEMENT PROCEDURES

[**]

2.4  CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                              Schedule E, Part 6
                                            Policy and Procedures Manual Content
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

2.5  DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES

[**]

2.6  FINANCIAL MANAGEMENT PROCEDURES

[**]

2.7  CONTRACT MANAGEMENT PROCEDURES

[**]

2.8  RELATIONSHIP MANAGEMENT PROCEDURES

[**]

2.9  AMDOCS' OPERATIONAL PROCEDURES

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               SCHEDULE E (PART 8)

                          MAINFRAME AND SERVER SERVICES

                 ALL REQUESTS IN THIS DOCUMENT WILL BE DONE PER
                     AT&T STANDARDS UNLESS OTHERWISE NOTED.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
1.0 INTRODUCTION.........................................................     1

2.0 COMMON SERVICES......................................................     1
    2.1  OPERATIONS......................................................     1
    2.2  PRODUCTION CONTROL AND SCHEDULING...............................     1
    2.3  TECHNICAL SUPPORT...............................................     1
    2.4  DATABASE SUPPORT AND MANAGEMENT.................................     2
    2.5  ONLINE STORAGE MANAGEMENT.......................................     2
    2.6  EXTERNAL STORAGE MEDIA MANAGEMENT...............................     2
    2.7  OFF-SITE MEDIA STORAGE MANAGEMENT...............................     3
    2.8  PRINT AND ELECTRONIC OUTPUT MEDIA OPERATIONS....................     3
    2.9  END USER SUPPORT................................................     3
    2.10 CHANGE MANAGEMENT SUPPORT.......................................     3
    2.11 BACKUP AND RECOVERY SERVICES....................................     3

3.0 MAINFRAME............................................................     3
    3.1  OPERATIONS......................................................     4
    3.2  PRODUCTION CONTROL AND SCHEDULING...............................     4
    3.3  TECHNICAL SUPPORT...............................................     4
    3.4  SNA AND TCP/IP TECHNICAL SUPPORT................................     4
    3.5  END USER SUPPORT................................................     4

4.0 APPLICATION AND UTILITY SERVERS......................................     4
    4.1  SYSTEMS ADMINISTRATION..........................................     5
    4.2  PRODUCTION CONTROL AND SCHEDULING...............................     5
    4.3  TECHNICAL SUPPORT...............................................     5
    4.4  SYSTEMS MANAGEMENT..............................................     5
    4.5  ADMINISTRATION..................................................     5
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       i

<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                          MAINFRAME AND SERVER SERVICES

1.0  INTRODUCTION

The assumption is that processes, procedures and documentation will continue to
be maintained per practices in place as of the Commencement Date.

Amdocs will be responsible for providing the operation, management and support
of AT&T's mainframe, application servers, and utility servers. This Schedule
contains the following three (3) sections:

[**]

2.0  COMMON SERVICES

2.1  OPERATIONS

Amdocs' responsibilities with respect to operations include the following:

[**]

2.2  PRODUCTION CONTROL AND SCHEDULING

Amdocs' responsibilities with respect to production control and scheduling
include the following:

[**]

2.3  TECHNICAL SUPPORT

Amdocs' responsibilities with respect to technical support include the
following:

[**]

2.3.1 GENERAL TECHNICAL SUPPORT

Amdocs' responsibilities with respect to general technical support include the
following:

[**]

2.3.2 PERFORMANCE

Amdocs' responsibilities with respect to technical performance include the
following:

[**]

2.3.3 CAPACITY PLANNING

Amdocs' responsibilities with respect to capacity planning include the
following:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       1
<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

2.3.4 Configuration Planning

Amdocs' responsibilities with respect to configuration planning include the
following:

[**]

2.4 Database Support and Management

Amdocs' responsibilities with respect to database support and management for
development, test and production environments include the following:

[**]

2.4.1 Database Management

Amdocs' responsibilities with respect to database management for development,
test and production environments include the following:

[**]

2.4.2 Database Maintenance and Support

Amdocs' responsibilities with respect to database maintenance and support for
development, test and production environments include the following:

[**]

2.4.3 Administrative Support

Amdocs' responsibilities with respect to database administrative support for
development, test and production environments include the following:

[**]

2.5 Online Storage Management

2.5.1 Operations and Processing

Amdocs' responsibilities with respect to online storage operations and
processing include the following:

[**]

2.5.2 Administration

Amdocs' responsibilities with respect to online storage administration include
the following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

2.6 External Storage Media Management

2.6.1 Operations and Processing

Amdocs' responsibilities with respect to storage media operations and processing
include the following:

[**]

2.6.2 Administration

Amdocs' responsibilities with respect to storage media administration include
the following:

[**]

2.7 Off-Site Media Storage Management

Amdocs' responsibilities with respect to media storage management include the
following:

[**]

2.8 Print and Electronic Output Media Operations

Amdocs' responsibilities with respect to output media operations include the
following:

[**]

2.9 End User Support

Amdocs' responsibilities with respect to end user support include the following:

[**]

2.10 Change Management Support

Amdocs' responsibilities with respect to change management support include the
following:

[**]

2.11 Backup and Recovery Services

Amdocs' responsibilities with respect to backup and recovery for development,
test and production environments include the following:

[**]

3.0 MAINFRAME

Amdocs will be responsible for the specific requirements associated with the
mainframe environment.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

3.1 Operations

Amdocs' responsibilities with respect to mainframe operations include the
following:

[**]

3.2 Production Control and Scheduling

Amdocs' responsibilities with respect to mainframe production control and
scheduling include the following:

[**]

3.3 Technical Support

3.3.1 General Technical Support

Amdocs' responsibilities with respect to mainframe technical support include the
following:

[**]

3.3.2 Capacity Planning

Amdocs' responsibilities with respect to mainframe capacity planning include the
following:

[**]

3.3.3 Configuration Planning

Amdocs' responsibilities with respect to mainframe configuration planning
include managing and installing hardware IOCP definitions.

3.4 SNA and TCP/IP Technical Support

Amdocs' responsibilities with respect to mainframe SNA and TCP/IP technical
support include the following:

[**]

3.5 End User Support

Amdocs' responsibilities with respect to mainframe end user support include the
following:

[**]

4.0 APPLICATION AND UTILITY SERVERS

Amdocs will be responsible for the specific requirements associated with in
scope application and utility servers.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                              Schedule E, Part 8
                                                   Mainframe and Server Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Amdocs' responsibilities with respect to servers include the following:

[**]

4.1 Systems Administration

Amdocs' responsibilities with respect to Systems administration include the
following:

[**]

4.2 Production Control and Scheduling

Amdocs' responsibilities with respect to server production control and
scheduling include the following:

[**]

4.3 Technical Support

Amdocs' responsibilities with respect to server technical support include the
following:

[**]

4.4 Systems Management

Amdocs' responsibilities with respect to server System management include the
following:

[**]

4.5 Administration

Amdocs' responsibilities with respect to server administration include the
following:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                        Schedule E, Attachment 1
                                                     Network Demarcation Diagram
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                          Network Demarcation Diagram

[**]

Definitions:

LAN shall be defined as the local area network.

WAN shall be defined as the wide area network.

NIC shall be defined as the network interface card attached to the personal
computer.

Server Room shall be defined as any raised floor space containing either
mainframe and/ or client server systems for AT&T Real Yellow Pages.

Amdocs will be responsible for the support of the personal computer, the NIC and
the network cable from the NIC to the LAN jack in the wall of the office and/ or
computer room. AT&T will be responsible for the LAN from the back of the jack in
the wall to the router and from there to the WAN. This includes the ATM and all
network connections back to the main server facility. AT&T will be responsible
for the support of any network device between these two parameters.

Amdocs will be responsible for all in-scope mainframe and client servers as well
as any NIC attached to those systems. AT&T will be responsible for all network
cables that are connected to these systems, as well as the LAN and WAN. Amdocs
will be responsible for all other cabling attached to these systems.

AT&T is responsible for the workgroup hub from a physical perspective. During
transition both parties need to work out roles and responsibilities related to
workgroup hubs and Help Desk access for monitoring and diagnostics.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                       Schedule E, Attachment 2a
                                                           Security Process Flow
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                              SECURITY PROCESS FLOW

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                        Schedule E, Attachment 3
                            AT&T Owned Data Center & Remote Facility Demarcation
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

              AT&T OWNED DATA CENTER & REMOTE FACILITY DEMARCATION
AMDOCS RESPONSIBILITY                                        AT&T RESPONSIBILITY

                 [**]                                        -[**]

[**]

                                       [**]

[**]

                                       [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1


<PAGE>

                                      [**]

                                        VERSION 2.5
                                        DECEMBER 13, 2002

                                        DOCUMENT NUMBER PA02

<PAGE>

                                                        Schedule E, Attachment 4
                                                                      CMM Tier 2
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

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

     A total of 115 pages have been omitted.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                        Schedule E, Attachment 5
                                                                      [**]  Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                    [**] PLAN

                               AMDOCS [**]SUMMARY

Amdocs is a global company with development centers located around the world. At
Amdocs, we are totally committed to providing the best possible products and
services to our customers, and our commitment includes the ability to continue
providing those products and services in [**].

Our global presence inherently supports the [**]. Since all of our development
centers [**]customer operations.

Our [**] is based on ongoing [**]. In addition to [**].

Our [**] in technologies and business needs.

The size of the company and the level of expertise across sites [**]. In
addition, [**]. This allows Amdocs to provide ongoing support [**].

[**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                    Schedule E.1
                                                      License Request Guidelines
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           LICENSE REQUEST GUILDELINES

<TABLE>
<S>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
                                                 [**]
     [**]      [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                                [**]
[**]           [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
     [**]      [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
     [**]      [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
     [**]      [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                    [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
[**]           [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                    [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]           [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                                [**]
     [**]      [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                           [**] [**]
[**]           [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                                [**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs and their
  Affiliated Companies and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        1

<PAGE>

                                                                    Schedule E.1
                                                      License Request Guidelines
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           LICENSE REQUEST GUIDELINES

<TABLE>
<S>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
[**]                                                                                           [**]
     [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                           [**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                           [**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                    [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]      [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
          [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]                                                                                                [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs and their
  Affiliated Companies and is not for distribution inside or outside of those
                     companies except by written agreement.


                                       2

<PAGE>

                                                                    Schedule E.1
                                                      License Request Guidelines
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           LICENSE REQUEST GUIDELINES

<TABLE>
<S>  <C>  <C>  <C>  <C>  <C>  <C>
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]

[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs and their
  Affiliated Companies and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        3

<PAGE>

                                                                    Schedule E.1
                                                      License Request Guidelines
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           LICENSE REQUEST GUIDELINES

<TABLE>
<S>  <C>  <C>  <C>  <C>  <C>  <C>
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
               [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs and their
  Affiliated Companies and is not for distribution inside or outside of those
                     companies except by written agreement.


                                        4

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                  SCHEDULE E.3

                                   AT&T RULES

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
CONTRACTOR WORK RULES......................................................    1
272 COMPLIANCE.............................................................   15
CLEC IMPACT ANALYSIS POLICY................................................   29
AT&T INFORMATION TECHNOLOGY OPERATIONS USE OF DATA CENTER BUILDING AND
COMPUTER ROOM SPACE POLICY.................................................   32
EXTERNAL ENTITY CONTRACT SECURITY REQUIREMENTS.............................   39
LIMITED OFFSHORE REMOTE ACCESS.............................................   43
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

CONTRACTOR WORK RULES

These Work Rules reaffirm the importance of high standards of business ethics.
All contract or temporary workers are responsible for their actions, and for
conducting themselves with integrity. Any failure on the part of any contract or
temporary worker to meet any of the standards embodied in these Work Rules will
be subject to disciplinary action by their employer.

If you have any questions about the proper course of action in any given
situation, consult your employer. No one will be allowed to justify a violation
of these Work Rules by claiming lack of understanding, confusion, or ignorance
concerning any provision or application of these Work Rules.

No one is ever authorized to direct a contract or temporary worker to commit an
illegal or unethical act, or violate these Work Rules. Nor may anyone justify an
illegal or unethical act by claiming it was ordered by someone working for the
customer in higher management.

                             COMPLYING WITH THE LAW
                               LEGAL REQUIREMENTS

Many laws, rules and regulations govern AT&T and its subsidiaries. In addition,
AT&T and its subsidiaries may be subject from time to time to a wide variety of
court and/or regulatory commission orders. As a contract or temporary worker,
you are responsible for understanding and applying all applicable legal
obligations on your job. Ignorance is no excuse for violating the law.

Contract or temporary workers who are responsible for submitting statements,
affidavits, data or documents in connection with legal or regulatory proceedings
must ensure that all such submissions are accurate and complete in every
respect.

If you have questions about how any legal obligation affects your work, ask your
Site Manager, or employer.

                            MAINTAINING OUR INTEGRITY
                              CONFLICT OF INTEREST

Contract or temporary workers must not use their jobs for improper personal gain
or benefit, or create the impression that they are subject to such influence
when making business decisions.

Do not accept any cash, gifts, loans, or hospitality from any supplier or other
person which could influence -- or appear to influence -- your actions.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                              ACCEPTING GRATUITIES

Meals, refreshments or other forms of hospitality provided in the normal course
of business are acceptable if they do not influence actions or create the
appearance of doing so. Even under these circumstances, however, instances of
hospitality should be reported to your Site Manager.

If you receive, or are offered, a gratuity that violates these guidelines,
report it to your Site Manager or employer, and then return the gratuity to the
donor, or where appropriate, give it to a worthy charitable organization.

If you have questions, talk to your Site Manager or employer.

                     SUSPECTED FRAUDULENT OR ILLEGAL CONDUCT

Any suspected fraudulent conduct must be identified and investigated promptly.

Fraudulent or illegal conduct committed on or off the job will be referred to
the worker's employer for possible disciplinary action, and the worker may be
deemed no longer acceptable for assignment to perform work for AT&T companies.

Fraudulent or illegal conduct includes, but is not limited to, any oral or
written misrepresentation of facts, misappropriation of funds, theft, improper
reporting of time or expenses, or any other dishonest acts, done on or off the
job, and whether done while working at an AT&T company or elsewhere, or prior to
contract or temporary work with AT&T.

Any contract or temporary worker charged with any crime, for conduct done on or
off the job, must report the criminal charge to his employer immediately upon
returning to work. Failure to report any criminal charge for conduct done on or
off the job to the contract or temporary worker's employer, will be referred to
the worker's employer for possible disciplinary action, and the worker may be
deemed no longer acceptable for assignment to perform work at AT&T companies.

If a contract or temporary worker is charged with a crime is awaiting trial for
suspected criminal conduct done on or off the job, the matter will be referred
to the worker's employer for possible disciplinary action, and the worker may be
deemed no longer acceptable for assignment to perform work at AT&T companies.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                 SALES INTEGRITY
                                  CUSTOMER CARE

Treat customers with courtesy and respect.

Contract or temporary workers who have contacts with customers--especially
personnel such as installers, technicians, and customer service personnel who
deal with customers every day--must:

     -    provide all customers, including customers of competitors and
          competitors themselves, the same high level of fair, courteous,
          professional, efficient and respectful treatment and service

     -    in scheduling and performing work operations, refrain from engaging in
          inappropriate conduct

     -    never disparage competitors (e.g., by stating, implying, or otherwise
          suggesting that they lack experience, integrity, or financial
          stability) in any communications with customers, suppliers, or third
          parties.

If you are performing the function of an installer, technician or service
representative having contact with an end user customer in the course of
providing services for a competitor/wholesale customer, remember that our
customer is the end user's service provider, not the end user. We must not only
provide the end user the best service that we possibly can but we must not do
anything that is inconsistent with serving our own wholesale customer.

Please refer questions to your Site Manager.

                              SLAMMING AND CRAMMING

Slamming occurs when someone changes a customer's local or long-distance service
provider without the customer's permission. Cramming occurs when someone adds or
charges for products or services a customer did not order.

Slamming and cramming are strictly forbidden. Contract or temporary workers must
obtain clear, explicit consent from customers before making any additions or
changes to their service or accounts.

Contract or temporary workers must report any information concerning slamming
and cramming to their Site Manager or employer.

                                ACCURATE RECORDS

Contract or temporary workers who gather or generate sales data are responsible
for ensuring that it is accurate and up-to-date.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Generating inaccurate data can lead to fines and imprisonment. If you suspect
that data is being recorded in an inaccurate or untimely way, immediately notify
your Site Manager.

                                     PRIVACY
                            PRIVACY OF COMMUNICATIONS

Information provided to AT&T by customers and other companies must be kept
private, and can only be used for legitimate business purposes.

Privacy of customer communications is required by law, expected by the public,
and a vital aspect of everything AT&T does.

Violating any of the following rules concerning privacy will not be tolerated,
and will result in the termination of contract, and possible criminal action. No
transmission, whether by voice, data or any other means, is to be tampered with
or intruded upon without a legitimate business purpose.

     -    No conversation, data transmission, or other communication should be
          listened to or monitored, or its existence or contents divulged,
          except as required by law or in the proper management of the business.

     -    No one should use, personally or for the benefit of others,
          information from any such communication.

     -    Information stored in company records, company computers, or company
          databases is not to be disclosed to unauthorized persons, regardless
          of whether they are inside or outside of the company.

If anyone, including a law enforcement agency or representative of any other
government body, asks for information concerning confidential information or
private communications, your Site Manager should be notified immediately.

                           PRIVACY OF CUSTOMER RECORDS

The Telecommunications Act of 1996 includes specific provisions covering the
privacy of customer information. FCC rules define how AT&T may use such
information, including both carrier information and customer proprietary network
information.

Carrier information is proprietary information received from another carrier for
the purpose of providing telecommunications services. This information may be
used only for that purpose and may not be used by AT&T or any of its
subsidiaries for their own marketing efforts.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Customer proprietary network information ("CPNI") includes information such as
the customer's billing name and address, number and type of access lines,
technical characteristics or class of service, and records of usage or calling
patterns. The customer is entitled to control the use of this information and
may authorize or refuse to authorize its disclosure or use for purposes other
than providing the services requested by that customer. Contractors or temporary
workers including, but not limited to contractors or temporary workers who have
access to CPNI in the daily course of their activities, must carefully follow
all laws, rules, and company practices relating to the use of CPNI both during
and after assignment at AT&T.

Access to classified national security information is further restricted to
those with proper government security clearance and a "need to know."
Unauthorized disclosure of private customer information, proprietary network
information, or national security information violates the law.

Keeping customer records secure and private means:

     -    No contract or temporary worker will access, use or disclose customer
          records or reports, customer proprietary information or any other
          proprietary information without a valid business reason.

     -    Contract or temporary workers shall not gain access to their own
          records or those of family and friends without a valid business reason
          and prior approval from their Site Manager.

     -    No contract or temporary worker shall disclose any information about
          customer communications, transmissions, or information processing
          arrangements unless required to do so by law or for the safety or
          protection of our customers, employees or property. Refer all requests
          for such information to the Site Manager. Any questions concerning the
          privacy of customers records should be discussed with the Site
          Manager.

Questions about AT&T safeguards for protecting proprietary and classified
national security information should be discussed with Site Manager.

                           PRIVACY OF EMPLOYEE RECORDS

Privacy of employment records is important. That's why AT&T maintains only those
employee records required for business reasons, and limits access to people who
need the information for legitimate business purposes.

Contract or temporary workers who have access to company records containing
personal employment, identification, medical and psychological information about
company employees and co-workers must ensure that these personnel records and
the information contained therein are not misused or improperly disclosed.
Contract or temporary

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

workers should take all necessary and reasonable precautions to avoid any
inadvertent or accidental disclosure of any AT&T employee records or data.

                            PRIVACY AND THE WORKPLACE

Subject to state and federal law, AT&T reserves the right to search, without
notice, contract or temporary worker's desks, computer files, company mail,
voice mail, e-mail, lockers, company equipment, and all vehicles located on
company premises. Any contract or temporary worker who uses or has access to
company premises or equipment has no right to privacy in this regard.

When your assignment ends, all documents and records containing Company or
customer proprietary or classified national security information must be
returned to your Site Manager. Even after the contract ends, you have a
continuing obligation not to divulge such information.

                                COMPANY PROPERTY
                               FINANCIAL REPORTING

Contract or temporary workers are responsible for reliable financial reporting
if exposed to such information as part of their assignment.

Misrepresentation of financial information may result in fraudulent financial
reporting. Contract or temporary workers must not undermine the integrity of
financial information for any reason. As is the case with all of the
requirements of these Rules, violation of this provision will be referred to the
worker's employer for possible disciplinary action, and the worker may be deemed
no longer acceptable for assignment to perform work at AT&T companies.

Federal law requires that a company's records accurately reflect transactions,
and that a company's internal accounting controls provide reasonable assurances
that:

     -    Transactions are carried out in an authorized manner.

     -    Transactions are reported and recorded in a way that permits correct
          preparation of financial statements and accurate records of assets.

     -    Access to assets is in accordance with management authorization.

     -    Comparisons between existing assets and records are made periodically,
          as appropriate, with action taken to correct discrepancies.

Violations of this law will be referred to the worker's employer for possible
disciplinary action, and the worker may be deemed no longer acceptable for
assignment to perform work for AT&T companies.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        6

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Allegations or suspicions of fraudulent financial reporting, or any questions
regarding this law or AT&T's internal accounting controls, should be referred
immediately to your Site Manager.

                                  COMPANY FUNDS

All contract or temporary workers must be familiar with policies and guidelines
applicable to handling company funds. Contract or temporary workers who handle
company funds, or maintain accounting records, are also responsible for their
safekeeping. Company funds refers to, and includes, all negotiable assets,
including cash, checks, corporate credit cards, gas cards, calling cards, coins
removed from pay telephones, money orders, and phone records. Company funds can
only be used for company business.

AT&T Managers must personally review expense reports submitted by contract or
temporary workers to determine if they are proper.

Misuse or falsifying expenses will be referred to the worker's employer for
possible disciplinary action, and the worker may be deemed no longer acceptable
for assignment to perform work at AT&T companies.

                             USE OF COMPANY PROPERTY

Protection of company property and services is vital.

This is especially crucial today, when so much business is conducted away from
the office via portable devices such as wireless phones, personal digital
assistants, pagers, and laptop computers. Contract or temporary workers are
responsible, both on and off the job, for the physical safety of these devices
and the security of the information they contain.

Furnishing unauthorized services is prohibited. Contract or temporary workers
should promptly report any unauthorized connection or any other service
impropriety to their Site Manager.

Unauthorized use of company property or company systems by contract or temporary
workers is prohibited. Unless authorized, company property should not be sold,
loaned, given away or otherwise disposed of, regardless of condition or value.

Section 272 of the Telecommunications Act and applicable conditions of the
AT&T/Ameritech merger place various restrictions on AT&T affiliated companies
concerning the use of certain property, documents, and information belonging to
the Bell Operating Companies (BOCs) and Incumbent Local Exchange Carrier
Affiliates (ILECs). Any questions you may have regarding these restrictions
should be referred to your Site Manager. Telecommunications service should be
used in accordance with AT&T

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        7

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

policies. Unauthorized phone calls or communications should not be made from
Company phones or equipment, or charged to, AT&T.

Misuse of any company property will be referred to the worker's employer for
possible disciplinary action, and the worker may be deemed no longer acceptable
for assignment to perform work at AT&T companies.

                                 COMPANY RECORDS

AT&T records must be accurate and reliable, no matter what form those records
take.

All reports, e-mails, vouchers, bills, and records must be prepared carefully
and honestly. Documentation includes any manually or electronically created
records, including those created in any computer program, or any data storage
systems.

Misrepresentation of any company record can result in disciplinary action.
Records containing customer and employee personal data are confidential and must
be kept current and accurate. They should be accessed only for valid business
reasons and disclosed only to authorized AT&T personnel with a need to know.
Disclosure of employee personnel records is specifically addressed by written
company policies. If you have any questions about disclosure, consult with the
Site Manager.

All contract or temporary workers must comply with the record retention
guidelines applicable to their business units. This includes normal retention
under standard company schedules, and extended retention to preserve documents
for lawsuits, regulatory proceedings, government investigations, audits, and
other legal matters.

Contract or temporary workers directed to produce documents in response to a
civil or criminal action, subpoena, discovery proceedings in a civil lawsuit, or
requests from regulatory commissions or other government agencies must conduct a
diligent search for such documents -- including e-mail messages and other
electronic documents -- and produce them as directed by the Legal Department or
Asset Protection. A diligent search requires contract or temporary workers to
search for relevant documents regardless of form, and regardless of where such
documents may be located.

Questions about record retention, document preservation and document production
should be referred to your Site Manager.

                                COMPUTER SYSTEMS

AT&T's security systems protect its computer operations. While on assignment at
AT&T, each contract or temporary worker is responsible for the safety and
integrity of those systems, and no program or code should be used to circumvent
them. Portable storage devices such as laptop computers, personal digital
assistants, wireless phones and data they contain must be secure. Contract or
temporary workers are also responsible for securing passwords, IDs and equipment
that generates electronic passwords and security codes.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        8

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Documentation about AT&T's software licenses must be accurate and verifiable.
AT&T prohibits unauthorized copying, borrowing, publication or use of
copyrighted software.

Access to the Internet and the corporate e-mail is primarily for business use.
Abuse or misuse of these resources is inappropriate, and will be referred to the
worker's employer for possible disciplinary action, and the worker may be deemed
no longer acceptable for assignment to perform work at AT&T companies.

AT&T's "zero tolerance" policy prohibits any access via company equipment,
networks or resources to pornographic or sexually explicit material, hate sites
or web-sites that could be considered strongly offensive and/or inappropriate in
the workplace. Viewing, storing, accessing, sending or receiving such material
is strictly prohibited, Sending large e-mail messages, files, or attachments,
such as greeting cards, games, video clips, scanned images or sending numerous
copies of similar files for non-business purposes may disrupt critical systems
and is not permitted.

Any contract or temporary worker who uses AT&T computer systems expressly
consents to having any e-mail communications, electronic files, or other uses or
applications of the computer system monitored. NO CONTRACT OR TEMPORARY WORKER
SHOULD EXPECT PRIVACY FOR ANY USE OF ANY COMPANY OR AT&T COMPUTER SYSTEM OR
NETWORK. Violations or suspected violations of computer security measures,
controls or software licensing agreements should be reported immediately to your
Site Manager.

                         COMPANY PROPRIETARY INFORMATION

Contract or temporary workers are never allowed to use or disclose AT&T
propriety information without authorization and without a valid business reason.
AT&T proprietary information includes, but is not limited to, trade secrets,
confidential customer information and data, customer lists, security procedures,
marketing plans and strategies, new business ventures, product development
information, facility locations, circuit layout data, emergency rerouting and
service restoration procedures and classified national security information.

Any attempt by an unauthorized person to obtain sensitive information, or gain
access to secured company locations, should be reported immediately to the Site
Manager.

In the course of doing business, contract or temporary workers may develop and
gather information that is proprietary or intended solely for internal use.
Unauthorized disclosure of this information could give individuals and other
businesses an unfair competitive advantage, and compromise our privacy policies.
Such information should never be placed on the Intranet unless access is
restricted by password to employees or contractors who need to use it for
business reasons.

Contract or temporary workers may also obtain proprietary or classified
information about an outside organization. If you receive such information under
the terms of a contract, you may be obligated to keep it confidential under a
nondisclosure requirement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        9

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

If you receive such information accidentally, notify your Site Manager. Contract
or temporary workers must not ask for or accept competitive or restricted
information from a government agency without first obtaining either written
assurance from a federal government employee that AT&T is allowed to receive the
information, or oral authorization followed by written confirmation.

The Telecommunications Act and AT&T/Ameritech merger conditions prohibit AT&T
companies and contract or temporary worker from sharing non-public information
with certain separate affiliates. Questions concerning the restrictions should
be directed to your Site Manager. Access to proprietary information should be
limited to those with a need to know.

If you have any questions about nondisclosure provisions or your obligations as
a contract or temporary worker, contact your Site Manager.

                     ENSURING A SAFE AND EQUITABLE WORKPLACE
                          EQUAL EMPLOYMENT OPPORTUNITY

Equal opportunity is the responsibility of all contract or temporary workers.
AT&T prohibits discrimination or harassment based on race, color, religion,
national origin, sex, age, sexual orientation, marital status, citizenship
status, veteran status or disability. People providing services to AT&T under
contract, including independent contractors, are also protected from unlawful
harassment and discrimination for any of the above reasons.

A diverse workforce is a strategic resource, contributes to AT&T's competitive
edge and helps achieve our business goals.

If you or others are being discriminated against or harassed, report the
incident to your Site Manager or your employer. Contract or temporary workers
are protected from retaliation for reporting a violation, participating in an
investigation, or opposing unlawful discrimination or unlawful harassment.

                                SEXUAL HARASSMENT

Sexual harassment includes, but is not limited to, making unwelcome advances,
sexual flirtations or propositions, continual or repeated verbal abuse of a
sexual nature, graphic verbal commentaries about an individual's body, sexually
degrading words used to describe an individual, humor and jokes about sex or
gender specific traits, sexual innuendo, display in the workplace of sexually
suggestive objects or pictures, and transmission of sexual messages via voice
mail, regular mail, e-mail or the Internet or Intranet.

No contract or temporary worker shall state or imply that rejection of sexual
advances will adversely affect another person's conditions of employment or
career development.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       10

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Sexual harassment, in any form will be referred to the worker's employer for
possible disciplinary action, and the worker may be deemed no longer acceptable
for assignment to perform work at AT&T companies.

All contract or temporary workers are responsible for making sure that the
workplace is free from sexual harassment. If you experience or suspect any
sexual harassment, contact your Site Manager, or employer.

AT&T prohibits retaliation against any contract or temporary worker who reports
or seeks to stop sexual harassment, or who participates in an investigation.

                                 SUBSTANCE ABUSE

AT&T is committed to maintaining a healthy and safe work environment.

Drug and alcohol abuse threatens AT&T's safety goals and the existence of a
productive and efficient workplace. Contract or temporary workers may not drink
alcoholic beverages while on any company premises or engaged in any corporate
activity except when permitted at a company-sanctioned event.

AT&T also strictly prohibits the illegal use, possession, sale, attempted sale,
conveyance, distribution, or manufacture of illegal drugs or controlled
substances while engaged in any company activity, on company premises, or in
company vehicles.

Contract or temporary workers are forbidden from reporting to work, driving on
company business or driving a corporate vehicle while under the influence of
alcohol or any illegal drug.

For the safety of others and themselves, contract or temporary workers should
not operate any machinery, motor vehicles, or engage in any physically demanding
activity while under the influence of any type of medication that could impair a
person's physical motor skills or judgment.

To report concerns, notify your employer.

                            ENVIRONMENTAL COMPLIANCE

AT&T is committed to preserving and protecting the environment. Contract or
temporary workers must comply with all applicable federal, state and local laws
and company policies concerning environmental safeguards.

If you have any questions, contact your Site Manager.

                                WORKPLACE SAFETY

Contract or temporary workers must comply with all safety laws and regulations,
and immediately report all accidents or unsafe conditions.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        11

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Contract or temporary workers must take appropriate safety measures and follow
all safety rules and procedures when performing their jobs. Contract or
temporary workers who believe unsafe conditions exist should report the
condition to their Site Manager immediately.

Questions concerning safety matters should be referred to your employer.

                      THREATS AND VIOLENCE IN THE WORKPLACE

Violence, weapons, and threats of physical harm in the workplace are strictly
forbidden.

AT&T is committed to the safety of its workers. Physical violence, intimidation,
or any threat of violence by any contract or temporary worker against any
co-worker, Site Manager, or customer will not be tolerated. Any incidents will
be investigated and contract or temporary workers engaging in this conduct will
be referred to the worker's employer for possible disciplinary action, and the
worker may be deemed no longer acceptable for assignment to perform work at AT&T
companies.

Possession of any weapons or firearms is strictly prohibited on company
premises, in company vehicles or on the contract or temporary worker's person
while engaged in company business outside of company premises. Contract or
temporary workers are never permitted to bring any weapons or firearms in their
personal vehicles onto Company premises.

Any contract or temporary worker who sees or learns of prohibited conduct or has
concerns about safety should report these concerns to a Site Manager or your
employer.

                          ADDITIONAL LEGAL REQUIREMENTS
                                 INSIDER TRADING

It is illegal to buy or sell the stock of any company -- including AT&T or any
of its subsidiaries or its affiliates -- based on information not yet disclosed
to the public.

If contract or temporary workers have access to proprietary or non-public
information, this type of information is known as "insider information". If
disclosed improperly, insider information could affect the market value of AT&T
or other companies. It's illegal to use or improperly disclose insider
information for personal gain or any unauthorized purpose.

Examples of insider information include:

     -    Dividend or earnings information prior to authorized public
          announcements

     -    Plans to issue or buy back stock or securities

     -    Plans for acquisitions, sales or dispositions, or new ventures

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       12

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     -    Proposals for significant equipment deployment, modernization programs
          or management changes

     -    Information about other companies, including pending or possible
          acquisitions and negotiation of joint ventures or contracts.

Contract or temporary workers should not consider any insider information public
until it is published in a newspaper or other form of mass media. This law
applies even if employees receive no tangible benefit from the disclosure.

Contract or temporary workers should not communicate insider information with
co-workers or anyone outside the business, unless the recipient has a
business-based need to know.

Contract or temporary workers with questions about insider information should
consult their Site Manager.

                           EXPORT AND IMPORT CONTROLS

Many laws govern the export of commodities and technical information --
including hardware, software, and data -- no matter how shipped or transmitted,
including by fax and e-mail.

Many laws also govern the import of commodities into the U.S., including how
articles are identified and the duty paid on them.

Questions regarding compliance should be directed to your Site Manager.

                            MANDATORY STATE COVERAGE

Some states in which AT&T operates have their own legal and regulatory coverage
requirements. If you have questions about state coverage issues, please contact
your Site Manager,

                          ADMINISTERING THE WORK RULES

This document summarizes basic principles, and does not include all the rules
and regulations that apply to every situation. Its contents should be viewed
within the framework of AT&T policies, practices, or instructions.

Each contract or temporary worker is expected to abide by the standards in the
Contractor Work Rules and by all company policies and guidelines. When you are
faced with a situation that is unclear and you are unsure of which ethical
decision to make, you should:

     -    Analyze the situation.

     -    Consider the information; and if necessary, consult with others.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       13

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     -    Take appropriate action. Any contract or temporary workers dismissed
          for violating these Work Rules will not be considered for future work
          engagement with any AT&T affiliate. At the commencement of each
          assignment, contract or temporary workers are required to acknowledge
          to their agency/employer that they have read, reviewed, and understand
          the Contractor Work Rules. A contract or temporary workers refusal to
          acknowledge this review does not exempt that contract or temporary
          worker from knowing, understanding, and complying with the standards
          and policies contained in the Contractor Work Rules, and all other
          company policies and guidelines. Contract or Temporary worker agencies
          are responsible for providing a record of their contract or temporary
          worker's acknowledgments of having read, reviewed, and understanding
          the Contractor Work Rules.

[November 2006]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       14
<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

272 COMPLIANCE

Amdocs, Inc. ("Amdocs") and AT&T Services, Inc. ("AT&T") are parties Services
under this Agreement for the benefit of AT&T's Section 272-Restricted Separate
Affiliates.

Pursuant to Section 15.10 (Compliance with Laws) of the Agreement, each Party
must comply with Law, including the Federal Telecommunications Act of 1996 (the
"Act").

Section 272 of the Act conditions a Bell Operating Company's ("BOC's") provision
of certain in-region interLATA telecommunications services, among other things,
on a Federal Communications Commission ("FCC") finding that such BOC complies
with the safeguards and requirements of Section 272 of the Act. The FCC adopted
certain rules interpreting and implementing the requirements of Section 272.
AT&T and its affiliates have compliance obligations under Section 272 and such
FCC rules.

In connection with such compliance obligations and FCC rules, Amdocs shall:

(i) furnish Amdocs Personnel providing support for, or Services to, AT&T's
Section 272-Restricted Separate Affiliates with a copy of "The Separate
Affiliate Safeguards, Section 272 Compliance Obligations Applicable to InterLATA
Telecommunications Services and Manufacturing Under the Federal
Telecommunications Act of 1996"(1) (the "Section 272 Compliance Guide", attached
hereto in Schedule E.3, AT&T Rules),

(ii) require that each Amdocs Personnel (a) read and review the Section 272
Compliance Guide, and (b) provide written acknowledgment thereof to Amdocs (no
later than October 31 of each year of the Term), and

(iii) furnish to AT&T no later than November 30 of each year of the Term a
written acknowledgment in the form attached hereto as in Schedule E.3, AT&T
Rules (the "Supplier's Acknowledgment Form"). SECTION 272 COMPLIANCE GUIDE FOR
TEMPORARY WORKERS AND INDEPENDENT CONTRACTORS

- ----------
(1)  More commonly referred to as the "Section 272 Compliance Guide for
     Temporary Workers and Independent Contractors." With respect to Section
     272, the guide provides (i) a glossary of key terms, (ii) describes the
     activities generally subject to the Section 272 affiliate safeguards, (iii)
     details the principal structural and transactional requirements, (iv)
     explains the nondiscrimination and accounting requirements, and (v) reviews
     certain joint marketing requirements.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       15

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                    AT&T INC.

                        THE SEPARATE AFFILIATE SAFEGUARDS

                       SECTION 272 COMPLIANCE OBLIGATIONS
                   APPLICABLE TO INTERLATA TELECOMMUNICATIONS
                      SERVICES AND MANUFACTURING UNDER THE
                     FEDERAL TELECOMMUNICATIONS ACT OF 1996

                                  January 2007

                          Section 272 Compliance Guide
                                       for

                  Temporary Workers and Independent Contractors

             The fact that you are reviewing Section 272 Compliance
          Information should not be construed as employee training. The
          contract between AT&T Inc. and your employer requires you to
        comply with all laws and regulations. Even though you are not an
        employee of AT&T Inc. your review today is required because your
        job function involves providing support for, or services to, AT&T
                    Inc.'s Section 272-Restricted affiliates.

      In the course of performing your job functions related to AT&T Inc.'s
        Section 272-Restricted affiliates your actions could have serious
      consequences for SBC. Section 272 compliance information will educate
         you about your responsibility to comply with Section 272 of the
      Federal Telecommunications Act of 1996 requirements and FCC rules and
       regulations. Section 272 governs the relationship between the AT&T
       BOCs/ILECs, the Advanced Services affiliates (ASI/AADS), and AT&T's
                            long distance affiliates.

I. INTRODUCTION

In February 1996, the Federal Telecommunications Act of 1996 (the Act) became
law. While the Act permitted each Bell Operating Company (BOC) (see Glossary of
Key Terms for specific company names), or any affiliate of a BOC, to immediately
provide interLATA telecommunications services that originate outside its
in-region states, the Act conditioned a BOC's provision of in-region interLATA
telecommunications services (other than those services previously authorized or
considered incidental interLATA services under the Act) upon approval from the
Federal Communications Commission (FCC) to provide such services and meet
certain conditions under Section 271 of the Act. Under Section 271, the FCC is
required to find, among other things, that the BOC will comply with the
safeguards and requirements stated in Section 272 of the Act.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                      16

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Since the Act was passed, the FCC adopted certain rules interpreting and
implementing the requirements of Section 272. The purpose of this employee guide
is to provide an overview of compliance obligations under Section 272 and the
FCC rules for AT&T Inc. and its affiliates. The guide addresses the BOC's
obligations relative to AT&T's long distance affiliates (SBCLD, BSLD, SAI, and
AT&T Corp. and certain of its subsidiaries)(2) and AT&T's advanced services
affiliates, ASI and AADS.(3) For purposes of this guide, SBCLD, BSLD, SAI, AT&T
Corp. and certain of its subsidiaries and ASI/AADS are collectively referred to
as the Section 272-Restricted Separate Affiliates. Questions about other
portions of the Act should be directed to your supervisor or Legal Department.

This employee guide provides a Glossary of Key Terms (Section II), describes the
activities generally subject to the affiliate safeguards (Section III), details
the principal Section 272 structural and transactional requirements (Section
IV), explains the nondiscrimination requirements (Section V) and accounting
requirements (Section VI), and reviews certain Joint Marketing requirements
(Section VII). The guide closes with a brief discussion to assist employees in
obtaining answers to questions (Section VIII).

AT&T Inc. and its subsidiaries are committed to compliance with both the letter
and the spirit of the Act, including Section 272. Each employee is responsible
for knowing and understanding these requirements and acting in accordance with
them when performing their job.

II. GLOSSARY OF KEY TERMS

Specific activities of the BOCs/ILECs and their affiliates are subject to
separate affiliate safeguards and requirements of Section 272 of the Act and the
FCC's rules. The following definitions will assist you in understanding when
these safeguards and requirements apply.

ADVANCED SERVICES - wireline telecommunications services such as Frame and Cell
Relay, ATM, and DSL that rely on packetized technology and support
bi-directional speeds in excess of 56 kilobits per second. Within the former
BellSouth Corporation,the services are offered from the BOCs (BellSouth
Telecommunications, Inc.)

ADVANCED SOLUTIONS, INC. (ASI) / AMERITECH ADVANCED DATA SERVICES (AADS) -
affiliates, structurally separate from the former SBC BOCs and ILECs, that may
provide interstate or intrastate advanced services. (Also known as Section
272-like Affiliates.)

AT&T CORP. (AND ALL PRE-MERGER AFFILIATES) - the legal entity consisting of AT&T
Corp. and

- ----------
(2). For a complete list of the AT&T Corp. 272 affiliates, see end of 272
     Compliance following SectionVIII.

(3). The FCC, in its December 2002 ASI Forbearance Order, continued the 272-like
     obligations originally imposed under the SBC/Ameritech merger conditions on
     SBC's Advanced Services affiliates (SBC Advanced Solutions, Inc. (ASI), and
     Ameritech Advanced Data Services (AADS)).

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       17

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

its pre-merger subsidiaries that are structurally separate from the former SBC
BOCs and ILECs and provide interLATA telecommunications services on both an
in-region and out-of-region basis. For 272 compliance purposes, AT&T Corp. and
all pre-merger affiliates will be considered Section 272 Separate Affiliates.

BELLSOUTH LONG DISTANCE, INC. - an affiliate, structurally separate from AT&T's
BOCs and ILECs, provides interLATA telecommunications services on an in-region
and out-of-region basis. (Also known as Section 272 Restricted Separate
Affiliate.)

BOC - Bell Operating Company, which includes Illinois Bell Telephone Company,
Indiana Bell Telephone Company, Inc., Michigan Bell Telephone Company, Nevada
Bell Telephone Company, Pacific Bell Telephone Company, Southwestern Bell
Telephone Company, The Ohio Bell Telephone Company, Wisconsin Bell, Inc. and
BellSouth Telecommunications, Inc. and any successor or assign of these
companies that provide wireline telephone exchange service.

ILEC - Incumbent Local Exchange Carrier, which includes Southern New England
Telephone Company and The Woodbury Telephone Company, and the BOCs listed above.
(The Woodbury Telephone Company is exempt from all requirements of this
document.)

INTERLATA TELECOMMUNICATIONS SERVICE - the offering of telecommunications for a
fee directly to the public, between a point located in a local access and
transport area (LATA) and a point located outside that LATA.

IN-REGION INTERLATA TELECOMMUNICATIONS SERVICE OF A BOC - interLATA
telecommunication service of a BOC that originates in a state where a BOC is the
incumbent provider of local exchange and exchange access services (i.e.,
in-region). AT&T's in-region states are Alabama, Arkansas, California, Florida,
Georgia, Illinios, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi,
Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Caronlina, Tennessee,
and Wisconsin. (Connecticut is deemed to be an out-of-region state for purposes
of interLATA telecommunications services but in-region for purposes of advanced
services.)

INFORMATION SERVICE - generally speaking, the offering of a capability for
generating, acquiring, storing, transforming, processing, retrieving, utilizing
or making available information via telecommunications. The term encompasses
each service that the FCC previously considers to be an "enhanced service."

INTERLATA INFORMATION SERVICE - any information service which incorporates as a
necessary, bundled element an interLATA telecommunications transmission
component, provided to the customer for a single charge.

INTERLATA INFORMATION SERVICE OF A BOC - an interLATA information service in
which a BOC provides the interLATA telecommunications transmission component
either over its own facilities or by reselling the interLATA telecommunications
services of an interexchange carrier.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       18

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

MANUFACTURING - the design, development, and fabrication of telecommunications
equipment and customer premises equipment (CPE), including the development of
firmware or software integral to the functioning of telecommunications equipment
or CPE. This does not include design and development of applications software,
or provision of generic requirements and functional specifications to
manufacturers. It also does not include research related to manufacturing, close
collaboration with manufacturers during the design and development phase, and
entering into royalty agreements with manufacturers.

SECTION 272 OVERSIGHT TEAM - the internal interdepartmental team established to
provide advice, counsel and direction for the BOCs and Section 272 affiliates in
interpreting and implementing Section 272 of the Federal Telecommunications Act.
This team provides employee training and reviews proposed product/service
offerings, reorganizations, management changes and other activities impacting
the BOCs/ILECs and the Section 272-Restricted Separate Affiliates.

SECTION 272-RESTRICTED SEPARATE AFFILIATES - refers collectively to SBCLD, BSLD,
SAI, AT&T Corp. and certain of its subsidiaries, and ASI/AADS. These entities,
along with the BOCs (and to a certain extent, the ILECs), are subject to Section
272 requirements as described herein.

SBC LONG DISTANCE, LLC. (SBCLD) - an affiliate, structurally separate from
AT&T's BOCs and ILECs, that provides interLATA telecommunications services on an
in-region and out-of-region basis and local exchange services on an
out-or-region basis. (Also known as a Section 272 Restricted Separate
Affiliate).

SNET AMERICA, INC. (SAI) - an affiliate, structurally separate from AT&T 's BOCs
and ILECs, that provides interLATA telecommunications services on an in-region
and out-of- region basis. (Also known as a Section 272 Restricted Separate
Affiliate.)

III. ACTIVITIES SUBJECT TO THE SEPARATE AFFILIATE SAFEGUARDS

With certain exceptions, a BOC may engage in the following activities only
through one or more affiliates that are "separate" (as defined by Section 272)
from the BOC:

     -    provision of in-region interLATA telecommunications services,

     -    provision of a service that permits a customer to store information in
          or retrieve information from BOC-owned (or BOC affiliate-owned)
          information storage facilities located in a LATA different than where
          the customer is located,

     -    manufacturing of telecommunications equipment and CPE, and

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       19

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     -    provision of in-region intraLATA advanced services (except for the
          BellSouth BOC).

The exceptions in which a BOC may provide an interLATA service, or engage in
manufacturing-related activities, without a separate affiliate requirement are:

     -    provision of interLATA information services (both in-region and
          out-of-region);

     -    provision of interLATA telecommunications services (but not interLATA
          information services) previously authorized by the Modified Final
          Judgment (MFJ);

     -    research related to manufacturing, close collaboration with
          manufacturers during the design and development phase, and entering
          into royalty agreements with manufacturers;

     -    "incidental" interLATA services, including:

               -    audio/video programming,

               -    two-way interactive video or Internet services over
                    dedicated facilities to elementary and secondary schools,

               -    commercial mobile services,

               -    alarm monitoring services,

               -    information storage and retrieval services across LATA
                    boundaries from company-owned database and information
                    storage facilities,

               -    provision of signaling information related to telephone
                    exchange/exchange access services provided by a local
                    exchange carrier, and

               -    provision and receipt of interexchange carrier network
                    control signaling information.

IV. STRUCTURAL AND TRANSACTIONAL REQUIREMENTS

The Section 272-Restricted Separate Affiliates must be structurally and
transactionally separate from any BOC with which they are affiliated. There are
several aspects to this separation requirement:

First, the Section 272-Restricted Separate Affiliates must "operate
independently" from a BOC/ILEC affiliate. The intent of this requirement is to
prevent a BOC/ILEC from integrating its local exchange and exchange access
operations with its Section 272-Restricted Separate Affiliates' activities to
such an extent that the affiliate could not reasonably be found to be operating
independently and to be self-governing.. Pursuant to this requirement, a
BOC/ILEC and its Section 272-Restricted Separate Affiliate may not jointly own
any transmission and switching facilities, nor the land or buildings where such
facilities are located. Activities permitted under the "operate independently"
requirement include:

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       20

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     -    A BOC/ILEC may perform operations, installation and maintenance (OI&M)
          functions, including network planning and engineering, associated with
          the facilities that the Section 272-Restricted Separate Affiliates
          owns or leases if done so on a non-discriminatory basis (that is,
          under the same price, terms and conditions) and subject to the FCC's
          affiliate accounting rules.(4) Before an OI&M service is provided to
          an affiliate, (1) the service request must be channeled through the
          Industry Markets Account Team, and (2) necessary revisions to the BOCs
          Cost Allocation Manual (CAM) must be made.

               -    Likewise, the Section 272-Restricted Separate Affiliates may
                    perform OI&M functions for a BOC subject to the BOC meeting
                    a non-discriminatory procurement obligation. (See Section V
                    for more information.)

     -    The Section 272-Restricted Separate Affiliates may negotiate with the
          BOC/ILEC on an arm's length basis (subject to a nondiscrimination
          obligation imposed on the BOC) to obtain telecommunications services
          or transmission and switching facilities (e.g., unbundled elements)
          from the BOC.

     -    A BOC may provide to, or obtain from, the Section 272-Restricted
          Separate Affiliates goods, services, facilities and information if
          done so on a non-discriminatory basis. (See Section V for more
          information.)

Second, the Section 272-Restricted Separate Affiliates must maintain books,
records, and accounts that are separate from the books, records, and accounts of
the BOC/ILEC.

Third, the Section 272-Restricted Separate Affiliates must have officers,
directors, and employees that are separate from the officers, directors, and
employees of the BOC/ILEC. This means that the same person may not
simultaneously serve as an officer, director or employee, in any combination, of
both a BOC/ILEC and its Section 272-Restricted Separate Affiliates.

Fourth, the Section 272-Restricted Separate Affiliates may not obtain credit
under any arrangement that would permit a creditor, upon default by the Section
272-Restricted Separate Affiliate, to have recourse to the assets of the
BOC/ILEC. No BOC/ILEC, parent of a BOC/ILEC, or any other affiliate of a
BOC/ILEC may co-sign a contract or any other instrument with the Section
272-Restricted Separate Affiliates that would grant a creditor recourse to the
BOC/ILEC's assets in the event of default by the Section 272-Restricted Separate
Affiliates.

Fifth, transactions between the Section 272-Restricted Separate Affiliates and a
BOC/ILEC must be conducted on an arm's length basis, priced according to
affiliate transaction pricing rules,

- ----------
(4)  Prior to March 31, 2004, SBC's BOCs/ILECs were prohibited from providing
     operation, installation and maintenance (OI&M) functions for SBC LD. This
     prohibition was lifted pursuant to the FCC OI&M Relief Order that
     eliminated rules prohibiting the sharing of OI&M functions (including
     network planning and engineering) between the BOCs/ILECs and SBC LD.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       21

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

reduced to writing, and made available for public inspection. Among other
things, this means that a BOC/ILEC must not conduct business with its Section
272-Restricted Separate Affiliates without a written contract or tariff, and no
service may be provided until the written contract is executed and signed by
both parties. In addition, requests for any type of service to be provided by a
BOC/ILEC to a 272 affiliate must be coordinated through the appropriate BOC
Industry Markets account team as well as reviewed by the Section 272 Oversight
Team. Finally, within 10 days of a transaction, the Section 272-Restricted
Separate Affiliates must provide, on AT&T's external Internet home page, a
detailed description of the transaction, including terms, conditions and
pricing. The information must also be made available for public inspection at
the BOC's or ILEC's principal place of business. (See Operating Practice 125 for
affiliate transaction procedures and VI Accounting Requirements below.)

V. NONDISCRIMINATION REQUIREMENTS

Several nondiscrimination requirements are meant to ensure that a BOC treats all
other entities in the same manner as it treats its Section 272-Restricted
Separate Affiliates. These requirements apply to the Southern New England
Telephone Company only to the extent it is dealing with the advanced services
affiliates, ASI/AADS.

More specifically, outside a limited exception relating to the Joint Marketing
of interLATA services(5), a BOC may not discriminate in favor of its Section
272-Restricted Separate Affiliates regarding either the provision or procurement
of "goods, services, facilities and information." Accordingly, a BOC must
provide to any other entity the same "goods, services, facilities and
information" that it provides to its separate affiliate, at the same rates,
terms and conditions. This quoted phrase is broadly interpreted. It encompasses,
but is not limited to:

     -    unbundled network elements,

     -    collocation of equipment, facilities, or employees,

     -    network information,

     -    nonpublic information belonging to or about a BOC (does not include
          customer proprietary network information (CPNI)),

     -    administrative and support services (e.g., human
          resources/accounting/tax/data processing/regulatory),

     -    access to operational support systems,

     -    transfers of ownership of facilities, and

     -    development of new products or services.

For example, employees who have access to and use BOC non-public information,
may not share that information with a Section 272-Restricted Separate Affiliate
or use that information to benefit a Section 272-Restricted Affiliate, unless
the BOC makes the information available to

- ----------
(5)  There is a limited exception for shared administrative floor space by
     ASI/AADS, the Section 272-like Affiliates.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       22

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

third parties. These rules relating to information use and sharing apply whether
the employee works for a BOC or another affiliate. In addition, if such an
employee transfers to a Section 272-Restricted Separate Affiliate, no BOC
information may be transferred or used in the new job.

Non-BOC affiliates, such as a shared services affiliate, may provide services to
Section 272-Restricted Separate Affiliate absent a nondiscrimination obligation.
However, if the shared services affiliate uses any BOC goods, services,
facilities or information to provide services to the Section 272-Restricted
Separate Affiliate, the BOC must make these "inputs" available on a
nondiscriminatory basis. This situation is known as a chaining transaction, and
must be properly recorded under the affiliate transaction procedures.

In order to ensure BOC non-public information is appropriately safeguarded by
certain employees in shared services affiliates, company policy requires
"siloing" or separation of employees who perform services for a Section
272-Restricted Separate Affiliate away from employees with access to BOC
non-public information. Implementing this control, where there would otherwise
be a risk of sharing BOC non-public information with employees performing
services for a Section 272-Restricted Separate Affiliate, helps ensure
compliance with the nondiscrimination obligation.

Protecting access to non-public BOC information is a matter of high importance.
The Code of Business Conduct makes employees responsible for understanding and
applying applicable laws and regulations, and for protecting proprietary
information. It is important that proper safeguards are implemented to protect
data and information in corporate databases and websites from inadvertent access
by unauthorized employees. As a general rule, employees of the Section
272-Restricted Separate Affiliates as well as employees of shared services
affiliates who are siloed to perform services for the Section 272-Restricted
Separate Affiliates should not receive or have access to non-public BOC
information. Exceptions to such rule must be approved in advance by the Section
272 Oversight Team and/or the Legal Department. Any inadvertent disclosure of
non-public BOC information to the Section 272-Restricted Separate Affiliates is
considered provision of such information and must be properly recorded as an
affiliate transaction and made available to other entities on a
non-discriminatory basis.

Although the nondiscrimination rules of Section 272 do not apply to customer
proprietary network information (CPNI), there are specific rules that do apply
to the use and sharing of CPNI. Employees must be familiar with those rules or
check with a supervisor or the Legal Department before using CPNI on behalf of,
or sharing CPNI with, any affiliate, including any Section 272-Restricted
Separate Affiliate.

Under the nondiscriminatory procurement requirement, a BOC is subject to an
unqualified prohibition against discriminating between its Section
272-Restricted Separate Affiliates and an unaffiliated entity in the procurement
of goods, services, facilities, or information. For example, a BOC may not
purchase interLATA telecommunications services solely from its Section
272-Restricted Separate Affiliate, absent a non-discriminatory procurement
obligation, purchase

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       23
<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

equipment from its Section 272-Restricted Separate Affiliate at inflated prices,
or give any preference to the Section 272-Restricted Separate Affiliate's
interLATA services in the procurement process.

In addition, a BOC also may not discriminate between its Section 272-Restricted
Separate Affiliates and other entities in the establishment of standards. A BOC
may not establish or adopt any standard - "industry-wide" or otherwise -- that
has the effect of favoring the separate affiliate and disadvantaging an
unaffiliated entity. The FCC has indicated that, with respect to "industry-wide"
standards, an open and nondiscriminatory public process in which all interested
parties have an opportunity to participate (as required by Section 273), will be
sufficient to satisfy this nondiscrimination requirement. However, standards
established by a BOC in some other manner that have the effect of favoring the
separate affiliate and disadvantaging an unaffiliated entity may be a violation
of this nondiscrimination requirement.

Finally, there are several nondiscrimination requirements applicable to the
"fulfillment of certain requests." Under these requirements a BOC (or any
affiliated ILEC):

     -    must fulfill any unaffiliated entity's request for telephone exchange
          service and exchange access within a response time no greater than the
          response time it provides to itself or its affiliates, and make
          available to unaffiliated entities information regarding the service
          intervals provided to themselves or their affiliates;

     -    must not provide any facilities, services or information concerning
          its provision of exchange access to its Section 272-Restricted
          Separate Affiliates unless the facilities, services or information are
          made available to other providers of interLATA services in that market
          on the same terms and conditions;

     -    must charge the Section 272-Restricted Separate Affiliates, or impute
          to itself, an amount for access to its telephone exchange service and
          exchange access that is no less than the amount charged to any
          unaffiliated interexchange carrier. A BOC's volume and term discounts
          are subject to this requirement. A Section 272-Restricted Separate
          Affiliates' purchase of telephone exchange service and exchange access
          at tariffed rates, or a BOC's imputation of tariffed rates, would meet
          this requirement; and

     -    may provide to its Section 272-Restricted Separate Affiliates any
          interLATA or intraLATA facilities or services which it is otherwise
          authorized to provide (e.g., the incidental interLATA services
          described above) if the facilities or services are made available to
          all carriers at the same rates and on the same terms and conditions,
          and so long as the costs are appropriately allocated.

VI. ACCOUNTING REQUIREMENTS

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       24

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

A BOC (or any affiliated ILEC) must account for all transactions with the
Section 272-Restricted Separate Affiliates in accordance with the FCC's
accounting rules. Generally, these rules provide that:

     -    Assets or services sold or transferred between a BOC (or any
          affiliated ILEC) and its Section 272-Restricted Separate Affiliates
          pursuant to a tariff must be recorded at the tariffed rate. Rates in
          publicly filed interconnection agreements or statements of generally
          available terms and conditions may be used if a tariff rate is not
          available.

     -    Non-tariffed assets or services sold or transferred between a BOC (or
          any affiliated ILEC) and its Section 272-Restricted Separate
          Affiliates that qualify for a prevailing price must be recorded at the
          prevailing price. (Prevailing price has a specific meaning. Please
          consult your supervisor or the legal or regulatory departments if you
          need further information about the application of the prevailing price
          rule in transactions between a BOC and its Section 272-Restricted
          Separate Affiliates.)

     -    All other assets sold or transferred by a BOC (or any affiliated ILEC)
          to its Section 272-Restricted Separate Affiliates must be recorded at
          the higher of fair market value (FMV) and net book cost. All other
          assets purchased by or transferred to a BOC (or any affiliated ILEC)
          from its Section 272-Restricted Separate Affiliates must be recorded
          at the lower of FMV and net book cost.

     -    All other services provided by a BOC (or any affiliated ILEC) to its
          separate affiliate must be recorded at the higher of FMV and fully
          distributed cost (FDC). All other services provided by a Section
          272-Restricted Separate Affiliates to a BOC (or any affiliated ILEC)
          must be recorded at the lower of FMV and FDC.

Employees may refer any questions regarding affiliate transaction rules and
processes to the Affiliate Oversight Group, as outlined in Operating Practice
125.

Under an additional accounting safeguard, the Act requires that a BOC pay for
audits that test compliance with the requirements of Section 272. An audit will
be conducted every two years by an independent auditor under the direction of
federal and state regulators. Employees are expected to comply with requests for
data and/or information from the independent auditor as deemed necessary to
conduct and complete the audit engagement.

VII. JOINT MARKETING

A BOC may market and sell the interLATA services provided by its Section 272
Affiliates on an exclusive basis; however, the BOC must continue to advise new
customers of their right to select their choice of interexchange carrier in
compliance with the FCC's equal access rules. Generally, the exclusive joint
marketing functions are defined as customer ordering, inquiries,

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       25

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

and sales activity. To the extent that the BOC allows its Section 272 Separate
Affiliate to market and sell the BOC's local telephone exchange services, the
BOC must allow other unaffiliated entities to do the same.

VIII. FOR MORE INFORMATION

Every effort has been made to ensure that this employee guide will answer any
general questions you may have; however, there may be occasions where either no
answer is provided to your specific question or the answer may be unclear even
after you refer to this guide. Those questions should be directed through your
organization's Section 272 Compliance Coordinator and/or Legal department to the
Section 272 Oversight Team as necessary.

                          2006 ATT Inc. Affiliate List

<TABLE>
<CAPTION>
                                               Enhanced Service
           BOCS                   ILECS         Providers (ISP)      272 Affiliates       272-Like Affiliates
- --------------------------  ----------------  -------------------  ------------------  ------------------------
<S>                         <C>               <C>                  <C>                 <C>
Illinois Bell Telephone     The Southern New  SBC Internet         SBC Long Distance,  SBC Advanced Solutions,
Company; dba AT&T Illinois  England           Services Inc.;       LLC; dba AT&T Long  Inc.; dba AT&T Advanced
                            Telephone         dba AT&T Internet    Distance            Solutions
                            Company; dba      Services
                            AT&T Connecticut

Indiana Bell Telephone      The Woodbury      AT&T Corp.           AT&T Corp. (and     Ameritech Advanced Data
Company, Inc.; dba AT&T     Telephone                              certain of its      Services (of Illinois;
Indiana                     Company; dba                           affiliates)         Indiana; Michigan; Ohio;
                            AT&T Woodbury                                              Wisconsin); dba AT&T
                                                                                       Advanced Solutions

Michigan Bell Telephone                       BellSouth MNS, Inc.  SNET America, Inc.
Company; dba AT&T Michigan                                         (SAI) dba AT&T
                                                                   Long Distance East

Nevada Bell Telephone                         AT&T Messaging       BellSouth Long
Company; dba AT&T Nevada                      Services, Inc.       Distance

Pacific Bell Telephone                        Pacific Bell
Company; dba AT&T                             Information
California                                    Services (PBIS)

Southwestern Bell                             Sterling Commerce
Telephone, L.P.; dba

</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       26

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                         <C>               <C>                  <C>                 <C>
AT&T Southwest

The Ohio Bell Telephone
Company; dba AT&T Ohio

Wisconsin Bell, Inc.; dba
AT&T Wisconsin

BellSouth
Telecommunications Inc.
(doing business in
Alabama, Florida,
Georgia, Kentucky,
Louisiana, Mississippi,
North Carolina, South
Carolina and Tennessee
</TABLE>

                          Amdocs' Acknowledgement Form

SECTION 272 COMPLIANCE GUIDE FOR TEMPORARY WORKERS AND INDEPENDENT CONTRACTORS

Amdocs, Inc. ("Amdocs") and AT&T Services, Inc. ("AT&T") are parties to the
Information Technology Services Agreement number 02026409 dated January 9, 2003
(the "Agreement"). Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Agreement.

In connection with certain Services provided by Amdocs under the Agreement, AT&T
previously furnished Amdocs with the document entitled "The Separate Affiliate
Safeguards, Section 272 Compliance Obligations Applicable to InterLATA
Telecommunications Services and Manufacturing Under the Federal
Telecommunications Act of 1996"(6) (the "Section 272 Compliance Guide").

Amdocs acknowledges that:

(i) Amdocs Personnel, while providing Services under the Agreement, must comply
with certain regulatory requirements applicable to AT&T when such Amdocs
Personnel job functions involve providing support for, or Services to, AT&T's
Section 272-Restricted Separate Affiliates (as defined in the Section 272
Compliance Guide),

(ii) Amdocs has furnished the Section 272 Compliance Guide to such Amdocs
Personnel,

- ----------
(6)  More commonly referred to as the "Section 272 Compliance Guide for
     Temporary Workers and Independent Contractors."

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       27

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

(iii) Amdocs requires such Amdocs Personnel to read and review the Section 272
Compliance Guide, and

(iv) Amdocs has used commercially reasonable efforts to obtain from each such
Amdocs Personnel written acknowledgement that he or she has read the Section 272
Compliance Guide.

AMDOCS, INC


By
   ---------------------------------------------
Name [typed or printed]
                        ------------------------
Title [typed or printed]
                         -----------------------
Date [typed or printed]
                        ------------------------

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       28

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

CLEC IMPACT ANALYSIS POLICY

WHAT IS CLEC IMPACT ANALYSIS ALL ABOUT?

The 1996 Telecommunications Act requires AT&T to provide CLECs with a meaningful
opportunity to compete when using unbundled elements, like operational support
systems (OSS). In most cases, that means that we must offer parity and
nondiscriminatory access to our OSS, including front end interfaces and back end
systems. Individuals with responsibility for managing front end interfaces or
back end systems are required to implement procedures to ensure that any changes
to OSS programming, processes, or procedures take into account the impact on the
CLECs.

Information Technology (IT) is not to implement any programming change to AT&T's
OSS without an evaluation of the impact of that change on our CLEC customers'
continued ability to obtain nondiscriminatory access to those OSS and without
consideration for AT&T's obligations under Change Management to keep CLECs
apprised of changes to OSS.

WHAT IS A CLEC?

A CLEC is a Competitive Local Exchange Carrier that may purchase wholesale
products (e.g. Resale, Interconnection, Unbundled Network Elements (UNE), and
Collocation) from AT&T.

WHAT DOES CLEC IMPACT CONSIST OF?

The General Rule is: Any change that affects what the CLECs send, receive, see
or do. The changes can be from operational to functional such as:

     -    Adding, deleting, or modifying fields, an edit function or error
          codes.

     -    Changing the flow or sequence of an interface's operation, or complete
          elimination of an interface.

     -    New Products or enhancements to existing products.

     -    Changes to service orders (USOCs, FIDs, etc.).

     -    Changes in Company Codes (OCNs, AECNs, ACNAs, etc.).

     -    Screen Changes.

     -    Process Changes.

     -    Retirement of a system/application.

     -    Changes in retail functions in most cases will require wholesale to
          offer the same or similar functionality to CLECs in order to comply
          with parity obligations. (For example: Changes in hours of center
          operation, changes to hours of OSS availability, enhancements to what
          a retail service representative may do electronically, and access to
          due dates.)

     -    Impacts to Performance Measurements.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       29

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

POLICY

This policy applies to all AT&T employees, except those employees associated
with a 272 affiliate company.

     1.   It is the responsibility of the client organization to ensure all
          requests for product/project development undergo CLEC impact analysis
          before submission to Information Technology (IT). (E.g. Does this new
          retail product need to be introduced for Resale, Interconnection or
          Unbundled products?)

     2.   The IT Project Management Office (PMO) accepting projects for IT must
          ensure that all change requests submitted by client organizations have
          been assessed and clearly documented for CLEC impact. CLEC impact
          analysis documentation provided by the client would include whether or
          not the change is CLEC impacting as well as what the specific impact
          will be to the CLEC.

     3.   If the project is CLEC impacting, pre-defined timeframes have been
          determined for CLEC notification. Therefore, prioritization and
          scheduling of software development must be coordinated to coincide
          with the required timeframe. See #8.

     4.   AT&T must provide pre-ordering, ordering, provisioning, billing,
          repair, and maintenance of products and services to the CLECs in
          substantially the same time and manner as we do for our retail
          customers. This substantially equal or uniform treatment of retail and
          wholesale customers is called parity. Since AT&T is committed to
          parity for our retail and wholesale customers, no department may
          implement or authorize the implementation of a retail or affiliate
          component of a change/project in a different timeframe than the
          implementation for wholesale without advance written approval from
          Connie A. Hernandez, General Manager - Wholesale, or her assigned
          delegate.

     5.   The IT PMO distributes client requests to the appropriate IT SMEs
          (Subject Matter Experts). It is the responsibility of the IT SME, in
          addition to the client's CLEC assessment, to analyze the CLEC impacts
          from a system perspective, clearly documenting and communicating
          impacts. All documentation must be retained for auditing purposes.
          Impacts identified during the system assessment must be communicated
          to the requesting client. The requesting client will coordinate the
          remaining project activities with the wholesale SPOC so CLEC
          notification requirements can be determined. Mandatory discussion must
          occur with the requesting client when IT's assessment differs from
          that of the client.

     6.   Each software development lifecycle must include CLEC impact
          assessment and documentation and at a minimum must include:

               -    Requirements phase with positive/regression impact
                    questions/statements.

               -    Design and code phase.

               -    Documented testing criteria, conditions and/or test cases:

                         -    Positive testing is required for all regions and
                              all versions affected when impacts are present. If
                              the change/project is defect related, defect

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     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


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<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                              specific positive testing for all regions and all
                              versions affected is required.

                         -    Regression testing is required for all regions and
                              all versions, when possible, when impacts are not
                              present but the system/application contains
                              wholesale data or is documented as a CLEC
                              impacting application. If the change/project is
                              defect related, defect specific regression testing
                              is required for all regions and all versions, when
                              possible.

                         -    Integrated Testing with CLECs, as appropriate, for
                              certain types of projects, such as new product
                              introduction.

     7.   CLEC testing may be necessary for some system changes and require OSS
          front end and back end systems to be available for designated
          timeframes for CLEC use.

     8.   AT&T uses various means to communicate with the CLECs, including
          face-to-face meetings, online posting of information, conference
          calls, and the Accessible Letter process.

               -    Accessible Letters are the responsibility of the client
                    organization. If the IT solution is CLEC impacting and the
                    client organization initially determined no impact, IT must
                    communicate the impact to the requesting client. The
                    requesting client will work with the wholesale SPOC to
                    determine appropriate CLEC notification requirements.

               -    There are 271 Performance Measurements associated with
                    AT&T's compliance to the Accessible Letter Process.

               -    Specific information regarding Accessible Letter
                    requirements may be found in the "AT&T Competitive Local
                    Exchange Carrier (CLEC) 13-State Interface Change Management
                    Process" document located within the Change Management web
                    site https://clec.att.com/clec/shell.cfm?section=120.

9.   Problem Resolution Process

               -    Should AT&T implement a CLEC impacting change without
                    appropriate CLEC notification or implement a change to a
                    system, process, or procedure that has an adverse impact on
                    the CLEC community, all departments will fully support the
                    investigation and resolution of each occurrence.

               -    During the investigation, the department causing the
                    occurrence will be held responsible for facilitation and
                    coordination of the resolution.

               -    Identification of a corrective action/implementation plan
                    for a resolution must occur within 72 hours, or within
                    guidelines consistent with each department's established
                    defect procedures.

[November 2006]

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       31

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

AT&T INFORMATION TECHNOLOGY OPERATIONS USE OF DATA CENTER BUILDING AND COMPUTER
ROOM SPACE POLICY

This Executive Summary Information Technology Operations (ITO) policy covers
three primary areas:

ITO Data Center Buildings primary function should be providing and supporting a
Data Center "Computer Room" environment. ITO will manage and control access to
these buildings. At these buildings, where possible, Administrative space that
can be reclaimed and converted into Computer Room space will be. Assignment and
use of Administrative space at these buildings should be prioritized for those
functions that need to be collocated with computer and data network equipment.
With current technology and automation/systems management tools available, there
are relatively few functions/positions that need to be collocated at a Data
Center site (in the same building as the Data Center "Computer Room") with the
Computer Host/Data Network equipment. Functions/positions that need to be, or
might benefit from collocation will be prioritized and placed at the data center
site as administrative space allows.

The ITO Data Center Computer Room environment needs to be a secured, controlled
environment utilized for computer and data network equipment.
Administrative/Personnel use of and access to the environment will be limited
and controlled by ITO to only that needed.

ITO Data Center Operations will be the provider of on-site, hands-on services
that need to have personnel located on the Computer Room floor. ITO Data Center
Operations will be responsible for controlling and coordinating access as-needed
for any other groups or organizations needing access to the Computer Room floor
to provide other service.

                                     POLICY

ITO Managed Data Center Building:

Primary use of designated "Data Center" building at location is supporting ITO
Managed Computer Room environment; Hardened, controlled access, raised floor
space for computer and data network equipment.

ITO is the primary tenant - there is an understanding with Real Estate that ITO
is the primary driver for overall building management; ITO manages/controls
access to the building as well as the Computer Room space within the building.

ITO Computer Room environment is the primary user of building infrastructure
support systems (Power, HVAC, UPS, Switchgear, ASTS, battery, generator backup).

Ideally an ITO Managed Data Center is:

Fully Hardened and Secure, with dual & separate network facility entrances to
serving COs.

Fully Hardened means:

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     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       32

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     -    At least N+1 redundancy for all building infrastructure, power and
          HVAC components (N). 2N +1, 2(N+1) design is preferred, where: there
          are at least 2 redundant (N) units - 1 for failover capability + 1
          "extra" unit to allow maintenance and testing - for every component.

     -    UPS/Switching system w/ Automatic Switching capability - no single
          point of failure in the power/cooling distribution systems all the way
          to computing device.

     -    Battery backup, Emergency Power System Generator backup.

With current technology and automation/systems management tools available, there
are relatively few functions/positions that need to be collocated at the "data
center" site (in the same building as the Data Center "computer room") with the
Computer Host/Data Network equipment. Functions/positions that need to be, or
might benefit from collocation should be prioritized and placed at the data
center site as space allows.

The following functions are viewed as those needing to be collocated at the data
center with the Computer Host/Data Network equipment:

Site Management

Computer Hardware Support

Network Hardware Support

Tape (or other input/output media) Operations/Support

The following functions are viewed as those that don't need to be collocated,
but benefit from collocation:

Systems Administration or System Software Support (Midrange or Server based
platforms)

Turfed Network Design/Planning support

Other functions, while not needing to be collocated with computer/Data Network
Equipment, can benefit from being at the data center location in order to
utilize the 24X7 UPS/Backup power systems:

Operations Control Centers (i.e., SOC, ROCC, NOCC, EPAS, EMAS etc.)

Therefore, in data center locations, priority should be given to the
positions/functions listed above.

Other positions/functions should not be placed in Data Center locations. They
should be placed, or relocated if it makes business sense, into sites with more
available administrative space. If necessary, current functions/positions that
do not need to be collocated at the "data center" site should be restacked or
relocated to clear needed space.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       33

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Within the Data Center:

Conditioned Raised Floor Space (i.e., the "Computer Room" - see definitions at
end of this section) will be utilized for the support of computing and
communications (data network) hardware. With the exception of Tape, Print or
other input/output media Operations personnel, administrative functions and/or
personnel will be supported from administrative areas, and not placed on
Conditioned Raised Floor Space.

In cases where administrative functions and/or personnel are occupying
Conditioned Raised Floor Space (Computer Room) or Raised Floor Space (space that
while not currently conditioned, could be conditioned and utilized as "Computer
Room") space, ITO's strategy will be:

To identify such space and reserve it where possible (avoid placing additional
administrative functions and/or personnel in that space).

As need or opportunities arise, to attempt to relocate functions and personnel
to administrative space (off of raised floor) and reclaim the raised floor space
for support of computing and communications hardware - as it makes good business
sense to do so. ITO will look to business triggers, such as specific needs for
raised floor space, as drivers.

To segregate and clearly delineate any such space from the Conditioned Raised
Floor space (the "Computer Room") until such time that it makes good business
sense to reclaim the space as Conditioned Raised Floor Space. Examples of such
segregation would be Operations or User Administration "Control Rooms", which
may be occupying Raised Floor Space, but should be physically separated from,
and not considered to be part of, the Conditioned Raised Floor "Computer Room"
as defined.

The ITO Data Center Operations organization coordinates and controls access to
ITO managed Computer Room areas*.

*    If a location is a Data Network Only site (i.e., only contains data network
     equipment, no computer host equipment), the ITO Network and Field
     Operations organization coordinates and controls access to ITO managed
     Computer Room areas. If there is a separate Data Network equipment
     area/room on or within the ITO managed Computer Room, the ITO Network and
     Field Operations organization coordinates and controls access to that area.

With current technology, remote management capability and automation/systems
management tools available, there are relatively few functions/positions that
need real-time, or all the time access to the Computer Room area. The following
functions/positions are viewed as those needing real-time or all-the-time access
to the Computer Room areas:

Site Management (Site/Facilities Support)

Computer Hardware/Operations Support

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       34

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Tape (or other input/output media) Operations/Support

Network Hardware/Operations Support

In the ITO data centers, these functions/positions will be provided by
Information Technology Operations.

Other functions/positions, such as Systems Administration, Systems Software
Support, Data Network Support, Vendors, etc. may need access to the Computer
Room areas. In order to maintain as secure an environment as possible, ITO's
policy is to limit that access to only what is needed, applying change control
while not preventing access when needed.

The ITO Computer Operations-Site Management and Operations Support organization
will provide and control the access mechanisms to ITO managed Computer Room
areas. Access should be limited to the level needed, so the only functions given
real-time or all-the-time access to the Computer Room areas would be those
needing that level. Other functions should be given access on an as-needed basis
rather than a real-time or all-the-time basis.*

*    If a location is a Data Network Only site (i.e., only contains data network
     equipment, no computer host equipment), the ITO Network and Field
     Operations organization will provide and controls access to ITO managed
     Computer Room areas.

ITO Data Center Operations and/or ITO Network and Field Operations personnel
will perform or coordinate any/all hands-on operations support (i.e., any
function requiring that a piece of computing/communications hardware be
physically handled) in the Computer Room area.

ITO Data Center Operations personnel will be responsible for providing Site
Management support at ITO data center sites, including the following functions:

                                PHYSICAL SECURITY

Controlled access mechanism and processes for access to the data center site

Controlled access mechanism and processes for access within the data center site
(computer room areas, communications areas or other separate areas within the
data center site)

Power Management

Raised Floor Management

Environmental (HVAC) Management

Building infrastructure Hardware (PDUs, air handlers, chillers, pumps, UPS,
batteries, generators, etc.) installation/de-installation
scheduling/coordination.

Under floor/vertical riser Management

Electrical connection installation/de-installation

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     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       35
<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Electrical Maintenance Coordination

Site Management Vendor scheduling/coordination

ITO Data Center Operations and/or ITO Network and Field Operations personnel
will be responsible for coordinating computing/communications hardware support
in the Computer Room, including the following functions:

Computer and communications (network) hardware equipment vendor
scheduling/coordination.

Computer and communications (network) hardware equipment
installation/de-installation and maintenance.

Data Network connections (coax, twisted pair, fiber, etc.)
installation/de-installation.

Computer hardware connections (bus/tag cables, fiber, escon, ficon, etc.)
installation/de-installation.

Any on-site, hands-on computer and communications (network) hardware problem
management (any hands-on support required, vendor coordination).

Tape and other input/output Media Operations in the Computer Room area will be
the responsibility of the ITO Data Center Operations organization.

Placement decisions on the Computer Room floor for computer/communications
hardware and installation (coordination) of computer/communications hardware in
the Computer Room will be the responsibility of the ITO Data Center Operations
and/or ITO Network and Field Operations organizations. The ITO Data Center
Operations and/or ITO Network and Field Operations groups will work with Client
business partners to ensure all requirements affecting such decisions are
understood and met.

To the extent possible, all paper, packing, containers, shipping material, etc.
shall be kept out of the Computer Room. Unpacking of equipment shall be
completed in a staging area, separate from the Computer Room area, before
equipment is delivered to the Computer Room area for installation. If a separate
staging area is not available, all shipping or packing material shall be removed
from the Computer Room as soon as possible. No containers, shipping or packing
material is allowed to remain in the Computer Room area. The Computer Room shall
not be used as storage area. Equipment or material to be stored should be kept
in separate storage areas, off of the Computer Room floor.

In the ITO data center sites, only 60 Hz electrical service is available.
Alternate electrical services (e.g. 415 Hz, negative 48 volt DC) is not
available.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       36

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   DEFINITIONS

Raised Floor Space: Area within a building that has a raised sub-floor. This
raised sub-floor is generally 24" - 36" high, usually 24" square floor tiles on
top of spaced floor stanchions. Raised sub-floor can be used to run electrical,
computer, network cables or connections, under-floor cooling and other items
used to support computer or network equipment. While probably designed to
support a Computer Room area, this space may or may not currently be utilized as
such.

Conditioned Data Center Space ("Computer Room"): Generally separated space for
computer or network equipment; either Raised Floor Space or non-raised floor
space within a data center building equipped with appropriate power, heating,
air-conditioning. Backup power generators support this space and uninterruptible
power systems (UPS) are used to switch over from commercial power. This space is
used to house and support computer host equipment and network equipment.

On-Site Operations Support: Computer Operations support functions that need to
be collocated with computer/network equipment on or in close proximity to the
Conditioned Data Center Space (i.e. the "Computer Room"): Site/Facilities
Support, Hardware Support (including Computer Host and Network Hardware),
Input/Output/Tape or other Media Operations Support.

Rationale

AT&T Services, Information Technology Operations (ITO) has been charted by AT&T
to provided Data Center/Computer Operations services. The AT&T Services, ITO
service model is to provide a centralized, standardized, scalable set of
services, which clearly delineates which groups perform and are responsible for
what functions. In the data center computer operations environment, ITO is
responsible for managing computer related service availability and security. In
order to provide that service and security and maintain a large-scale
centralized, standardized environment, it is important that ITO:

1. Have consistency in what does/doesn't go on the computer room floor, have
consistency in systems/network design and placement so that operating
environment can be standardized as much as possible. This drives lower costs and
improved support levels.

2. Maintain tight control over the data center environment as this is critical
to ensure systems availability. Therefore, ITO needs to control and coordinate
access, limiting the number of personnel who have access to and work within the
data center computer room environment.

                                 RESPONSIBILITY
                            MANAGEMENT RESPONSIBILITY

Management is responsible for ensuring all individuals who have responsibility
for functions related to the ITO Data Center Computer Room environment are aware
of this policy and

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    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       37

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

associated standards and guidelines. Managers should communicate and review this
policy with their subordinates.

                           INDIVIDUAL ACCOUNTABILITY

Clients or users of IT Operations services and all individuals who have
responsibility for functions related to the ITO Data Center Computer Room
environment are responsible for understanding and complying with this policy.

                               REFERENCES AND AIDS

General Information about ITO services, organizations:

http://ito.sbc.com/

Refer questions and requests for waivers for this policy to the TSS Exception
process for ITO Policy Waivers.

                                   GOVERNANCE

Governance related to this ITO Policy is provided via TSS process.

                                   EXCEPTIONS

If you feel that you have a valid business need that requires you to vary from
this policy, you can request an Exception to this Policy. To submit a TSS
Exception, visit http://exceptions.sbc.com to complete and submit a request that
provides details about your activity and why an exception is required.

Submitting a TSS Exception request does not mean that you can vary from the
Policy, your request will be evaluated to determine if a waiver is warranted.

                                 POLICY MANAGER

Name: Rick Kilian
Phone: (925) 823-3748
Email address: rk1543@att.com
Approvals

Author(s): Rick Kilian, Principal Technical Architect - Data Center Planning

Reviewed by: ITO AVPs, ETP&I Principal Technical Architects.

Final Approval: Senior VP Information Technology Operations, Technology
Architecture Board

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      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       38

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

EXTERNAL ENTITY CONTRACT SECURITY REQUIREMENTS

Security Requirements

                                SYSTEM SECURITY

1.   The Supplier must actively monitor industry resources (e.g. www.cert.org,
     pertinent software vendor mailing lists & websites, etc) for timely
     notification of all applicable security alerts pertaining to the Supplier
     computing environment.

2.   The Supplier's externally-facing systems must be scanned with applicable
     industry standard security vulnerability scanning software (including but
     not limited to network, application & database scanning tools) at regular
     intervals.

3.   The Supplier's internally-facing systems must be scanned with applicable
     industry standard security vulnerability scanning software (including but
     not limited to network, application & database scanning tools) at regular
     intervals.

4.   The Supplier must share scanning results with AT&T for those resources used
     to support AT&T.

5.   The Supplier's security administration responsibilities for configuring
     host operating systems must be assigned to specific individuals.

6.   The Supplier must apply applicable security patches in a timely manner,
     according to these minimal guidelines:

     -    An exploit exists and attack is underway: must work on patching 24x7

     -    An exploit exists and attack is determined to be relatively imminent:
          must patch within 7 days

     -    An exploit exists and attack is determined to not be imminent: must
          patch within 30 days

     -    An exploit doesn't exist yet: must patch within 90 days

7.   The Supplier security staff must average more than three years of
     experience in information/network security.

8.   The Supplier's systems must be 'hardened' including, but not limited to,
     removing or disabling unused network services (e.g. finger, rlogin, ftp,
     simple tcp/ip services, etc.) and installing a system firewall, TCP
     Wrappers or similar technology.

9.   All default account names and/or default passwords must be changed.

10.  The Supplier must limit system administrator/root access to host operating
     systems only to individuals requiring high-level access in the performance
     of their jobs.

11.  The Supplier must require system administrators to restrict access by users
     to shares and target directories related to their jobs.

                                PHYSICAL SECURITY

12.  The Supplier's computing environment must be located in secure physical
     facilities with limited and restricted access to authorized individuals
     only.

13.  The Supplier's computing environment access must be monitored and recorded
     for audit purposes.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       39

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                NETWORK SECURITY

14.  The Supplier must separate AT&T's data from the Internet and the
     destination web servers with firewall technology. For clarification on this
     question, see diagram.

                                   (DIAGRAM)

15.  The Supplier must provide a logical network diagram detailing the computing
     resources (including, but not limited to firewalls, servers, etc) that will
     support AT&T.

16.  The Supplier must have a process and controls in place to detect and handle
     systematic unauthorized attempts to access AT&T data.

17.  The Supplier must utilize encryption technologies for the transfer of AT&T
     information over untrusted networks. This also applies to electronically
     transmitted email communications containing proprietary AT&T data or
     information.

18.  The Supplier must utilize strong authentication (e.g. two factor token or
     digital certificates) for remote access.

                              INFORMATION SECURITY

19.  The Supplier must not collocate AT&T's application/data on the same
     physical servers with other customers unless approved by AT&T.

20.  Documented controls must be in place and approved by AT&T to ensure
     separation of data and security information between customer applications
     if physical separation does not exist.

21.  The Supplier must have a procedure for the backup, secure transport and
     storage of AT&T data approved by AT&T.

22.  The Supplier must have a business continuity plan subject to approval by
     AT&T.

23.  The Supplier must limit access to AT&T information, including paper hard
     copies, only to AT&T-authorized persons or systems.

24.  The Supplier must be compliant with any applicable industry-mandated
     security requirements, such as the Payment Card Industry Data Security
     Standards.

25.  The Supplier must retain records according to and in compliance with any
     mandated federal, state, local and foreign laws, ordinances, regulations
     and codes and any additional security requirements specified therein.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       40

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

26.  The Supplier must securely dispose of or return AT&T information, including
     paper hard copies, when the Supplier no longer needs the information,
     according to a method approved by AT&T. (e.g. degaussing, overwriting,
     performing a secure erase, performing a chip erase, shredding, cutting,
     punching holes, breaking)

27.  The Supplier must utilize AT&T-standard privacy markings for AT&T
     information.

                          AT&T Proprietary Information
            Not for use or disclosure except under written agreement

     Or an alternative marking reviewed and approved by AT&T to appropriately
     correspond to and protect the classification of the information.

                        IDENTIFICATION AND AUTHENTICATION

28.  The Supplier must assign unique userids to individual users.

29.  The Supplier must have a documented Userid Lifecycle Management process
     including procedures for approved account creation, timely account removal,
     and account modification (e.g. changes to privileges, span of access,
     functions/roles) for all applications and across all environments
     (production, test, development, etc).

30.  The Supplier must enforce the rule of least privilege (i.e. limiting access
     to only the commands and data necessary to perform authorized functions
     according to ones job function).

31.  The Supplier must limit failed login attempts (e.g. three to six) before
     locking the user account.

32.  The Supplier must terminate interactive sessions that have been inactive
     for a designated period of time, not to exceed 30 minutes.

33.  The Supplier must require password expiration at regular intervals of 90
     days or less unless approved by AT&T.

34.  The Supplier must use an AT&T-approved authentication method based on
     sensitivity of information When passwords are used, they must meet these
     requirements:

          -    Passwords must be a minimum of 6 characters in length.

          -    Passwords must contain at least one number or special character
               in other than the first or last position.

          -    The same character must not occur in three consecutive positions
               in the password.

          -    Passwords must not be blank or a repeat of the USERID.

          -    Passwords must differ from the USERID by at least three
               positions.

          -    The new password must differ from the previous password by at
               least two positions.

          -    Passwords may be case sensitive - depending on system
               capabilities.

     Note: (Applications housing Restricted Proprietary Information may require
     an authentication mechanism stronger than passwords. Examples of stronger
     authentication methods include SecureID, digital certificates, passphrase,
     and biometrics. Discuss with your AT&T CSO representative.)

35.  The Supplier must use a secure method for the conveyance of passwords and
     other authentication mechanisms.

                                 WARNING BANNER

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       41

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

36.  The Supplier must display a warning or "no-trespassing" banner on
     applicable login screens or pages.

     (EXAMPLE LONG VERSION):

     This is an (company name) system, restricted to authorized individuals.
     This system is subject to monitoring. Unauthorized users, access, and/or
     modification will be prosecuted.

     (EXAMPLE SHORT VERSION):

     (company name) authorized use ONLY, subject to monitoring. All other use
     prohibited.

                           SOFTWARE AND DATA INTEGRITY

37.  The Supplier must scan for viruses.

38.  The Supplier must separate non-production systems/data from production.

39.  The Supplier must have a documented software change control process
     including back out procedures.

40.  The Supplier must have database transaction logging features enabled.

41.  The Supplier must review code to find and remediate security
     vulnerabilities.

42.  The Supplier must perform Quality Assurance testing for the application
     functionality and security components (e.g. testing of authentication,
     authorization, and accounting functions, as well as any other activity
     designed to validate the security architecture).

                                 PRIVACY ISSUES

43.  The Supplier must not sell, rent, lend, trade or lease any AT&T information
     (including information obtained on AT&T's behalf) without written approval
     from AT&T.

44.  The Supplier must restrict access to any Personally Identifiable
     information to authorized individuals.

                        MONITORING AND AUDITING CONTROLS

45.  The Supplier must restrict access to Security logs to authorized
     individuals.

46.  The Supplier must regularly review Security logs.

47.  The Supplier must keep Security logs for a minimum of 6 months.

48.  The Supplier must provide AT&T audit rights to verify Supplier's compliance
     with the contractual Security Requirements agreed to by Supplier. AT&T and
     Supplier must schedule the audit within thirty (30) days of AT&T's notice
     requiring an audit unless a security breach has occurred. In the event a
     security breach has occurred, AT&T and Supplier must schedule the audit
     within one (1) day of AT&T's notice requiring an audit.

49.  The Supplier must provide AT&T within thirty (30) days from the publication
     of the audit report identifying any noncompliance with the contractual
     Security Requirements agreed to by Supplier, a written report of completed
     or proposed corrective actions addressing each noncompliance found in the
     audit.

                              REPORTING VIOLATIONS

50.  The Supplier must have a documented procedure to follow when an
     unauthorized intrusion or other security violation is suspected which
     includes immediate notification to the AT&T BU Sponsor, who has the
     responsibility to immediately notify the AT&T Incident Response Team.

                        SECURITY POLICIES AND PROCEDURES

51.  The Supplier must periodically review the above agreed upon security
     controls to ensure that they are appropriate and are effectively protecting
     AT&T's data.

52.  The Supplier must notify AT&T of any policy changes that could impact the
     security controls put in place to secure AT&T's data.

                     SOFTWARE DEVELOPMENT AND IMPLEMENTATION

53.  The Supplier shall follow AT&T Security Policy & Requirements (ASPR) when
     developing or implementing any software applications for use at or by AT&T.
     ASPR is available http://cso.att.com/ASPR/Library.html

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       42

<PAGE>

                                                                    Schedule E.3
                                                                      AT&T Rules
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

LIMITED OFFSHORE REMOTE ACCESS

To the extent approved by AT&T's Executive Director of the Offshore Management
Office, Amdocs Offshore Personnel may perform Services and access AT&T Data on
an as needed basis (e.g., to perform after-hours work) from their home location
with specifically designated and approved computers provided by Amdocs ("Remote
Access Computer"), subject to the following:

     -    Access to AT&T Data by Offshore Personnel will be done only by:

               -    First, accessing the Amdocs network

               -    Second, from the Amdocs network, accessing the AT&T network
                    through a "Virtual Workstation"

     -    Connection from the Amdocs network to the AT&T network is defined by
          AT&T. Currently this is done through a dedicated Business to Business
          (B2B) network connection.

     -    Each Remote Access Computer will have Amdocs provided anti-virus and
          firewall Software installed and operating in accordance with the
          Agreement.

     -    Each Remote Access Computer will only access AT&T Data through an
          Amdocs provided VPN tunnel that is authenticated using a strong
          two-factor token solution.

     -    Amdocs will implement and enforce commercially reasonable password
          complexity requirements that are not less strict than those required
          under this Agreement.

     -    Amdocs Personnel using Remote Access Computers will only be able to
          connect to the Virtual Workstation or Citrix server in an AT&T
          facility, from the Amdocs network, using Microsoft Remote Desktop
          Connection or Citrix ICA protocol. Only domain accounts will be
          allowed to connect to such computers and those domain accounts will be
          configured by Amdocs on the target computers (i.e. the AT&T facility
          computer) as having permission to connect. Local accounts on that
          computer shall not be configured or allowed. Only accounts under the
          security control of the Windows domain will be permitted.

     -    All traffic over the public internet shall be highly encrypted (i.e.,
          at least 128 byte encryption).

     -    Session timeouts shall be enabled by Amdocs, per AT&T guidelines.

     -    Security audit logs will be maintained by Amdocs to track system
          events, including login attempts, user sessions, logoffs,
          configuration changes, and other pertinent events and data.

     -    Virtual Workstations will be configured such that Offshore Amdocs
          Personnel will be unable to download or copy AT&T Data to their local
          devices such as disk drives, USB drives, writeable CDs, etc. Such
          configuration settings will be controlled centrally and editable only
          by authorized administrators.

     -    Amdocs will be responsible for all costs associated with setting up
          the offshore remote access solution, as described above.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and their Affiliated Companies only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                       43

<PAGE>

                              MANAGED THIRD PARTIES

                                                                  Schedule E.5.a
                                                           Managed Third Parties
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                       THIRD PARTY CONTRACTORS (SUPPLIERS)

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                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       1

<PAGE>

                              MANAGED THIRD PARTIES

                                                                  Schedule E.5.a
                                                           Managed Third Parties
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

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                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       2
<PAGE>

                              MANAGED THIRD PARTIES

                                                                  Schedule E.5.a
                                                           Managed Third Parties
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                       THIRD PARTY CONTRACTORS (SUPPLIERS)

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                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1

<PAGE>

                              MANAGED THIRD PARTIES

                                                                  Schedule E.5.a
                                                           Managed Third Parties
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

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                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        2
<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
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LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
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LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
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<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        2

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
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<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        3

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        4

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        5

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
 [**]    [**]    [**]    [**]     [**]       [**]    [**]    [**]     [**]      [**]        [**]           [**]         [**]    [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        6

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        7

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        8

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        9

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       10

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       11

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       12

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       13

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       14

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       15

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       16

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       17

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       18

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        19

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
 [**]    [**]    [**]    [**]     [**]       [**]    [**]    [**]     [**]      [**]        [**]           [**]         [**]    [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        20

<PAGE>

                                                                    Schedule F.2
                                                                Equipment Leases
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                           INSCOPE/
LESSOR  ENTITY  REGION  SCH #  START DATE  EXP DATE  TERM  RETAINED  TOWER  DESCRIPTION  SER NUMBER  DEPARTMENT NAME  ZIP CODE   OWN
- ------  ------  ------  -----  ----------  --------  ----  --------  -----  -----------  ----------  ---------------  --------  ----
<S>     <C>     <C>     <C>    <C>         <C>       <C>   <C>       <C>    <C>          <C>         <C>              <C>       <C>
 [**]    [**]    [**]    [**]     [**]       [**]    [**]    [**]     [**]      [**]        [**]           [**]         [**]    [**]
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</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                       21
<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        2

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        3

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        4

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        5

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        6

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        7

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        8

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        9

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       10

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       11

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       12

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       13

<PAGE>

                                                                  Schedule F.2.a
                                 AT&T Provided Leased Assets Now Owned by Amdocs
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
Business       Sched   PO   Start  Ex         Ser          Ret                                     Whole       Last Site
  Unit    ACB Number Number  Date Date  Own Number Status Date Purchase [**] [**] Type Model Maker  Name First Name Code
- -------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
<S>      <C>  <C>    <C>    <C>   <C>  <C>  <C>    <C>    <C>  <C>      <C>  <C>  <C>  <C>   <C>   <C>   <C>   <C>  <C>
  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]   [**]  [**]   [**]   [**] [**] [**]  [**]  [**]  [**]  [**] [**] [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       14
<PAGE>


                 Software Agreements Globally Used within AT&T

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                                                          AT&T REAL
                                                                                         YELLOW PAGES
                                                                                           LICENSEE
                                                                                         (SW); OWNER
                                                                                           / LESSEE    CAN ENTIRE
  OTHER PARTY    SW/HW/                                                                     (HW);        AGR. BE      AGR.
   (VENDOR /      SVC/   AGREEMENT                                     AT&T PARTY TO      RECIPIENT     ASSIGNED?  EFFECTIVE
   SUPPLIER)      DATA      TYPE     AGREEMENT TITLE   AGREEMENT ID      AGREEMENT        (SERVICES)       Y/N       DATE
- ---------------  ------  ---------  -----------------  ------------  -----------------  -------------  ----------  ----------
<S>              <C>     <C>        <C>                <C>           <C>                <C>            <C>         <C>
[**]

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

A total of 21 pages have been omitted

</TABLE>
<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        4

<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        5

<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        6

<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        7

<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        8

<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        9

<PAGE>

                   SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        10
<PAGE>

                  HARDWARE AGREEMENTS GLOBALLY USED WITHIN AT&T

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
</TABLE>

                      RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       11

<PAGE>

                   HARDWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                                                              AGR.
                                                                                           EXPIRATION
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]      DATE
- ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----------
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]    7/31/2000
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]    9/30/1999
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]    Evergreen
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                      RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       12

<PAGE>

                   HARDWARE AGREEMENTS USED BY DIRECTORY ONLY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                                                                              AGR.
                                                                                           EXPIRATION
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]      DATE
- ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----------
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]    2/29/2004
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       13
<PAGE>

                      Services Agreements Used by Directory

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       14

<PAGE>

                      SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       15

<PAGE>

                      SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       16

<PAGE>

                      SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       17

<PAGE>

                      SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       18

<PAGE>

                      SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       19

<PAGE>

                      SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       20

<PAGE>

                    MASTER LEASE AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       21

<PAGE>

            FACILITIES-RELATED SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       22

<PAGE>

            FACILITIES-RELATED SERVICES AGREEMENTS USED BY DIRECTORY

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       23

<PAGE>

                  Publishers of Software Purchased by Directory
                   through Software House International, Inc.

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       24

<PAGE>

                  Publishers of Software Purchased by Directory
                   through Software House International, Inc.

                                                                    Schedule F.3
                                                  Third Party Services Contracts
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       25
<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

                                        1

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        2

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        3

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        4

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        5

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        6

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        7

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        8

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        9

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       10

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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</TABLE>


                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       11

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       12

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       13

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
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</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       14

<PAGE>

                              THIRD PARTY SOFTWARE

                                                                    Schedule F.4
                                                            Third Party Software
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                       15
<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE G

                                 SERVICE LEVELS

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS
<TABLE>
<S>   <C>                                                                   <C>
1.0   GENERAL.............................................................    1

2.0   DEFINITIONS.........................................................    1

3.0   ATTACHMENTS.........................................................    1

4.0   REPORTING...........................................................    2

5.0   SERVICE LEVEL [**]..................................................    3

6.0   SINGLE INCIDENT/MULTIPLE FAILURES...................................    4

7.0   EARN BACK...........................................................    5

8.0   PRO-RATED TARGET PERIOD.............................................    5

9.0   ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE......................    6

10.0  ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS...    6

11.0  ADDITIONS AND DELETIONS OF KEY MEASUREMENTS.........................    8

12.0  CRITICAL DELIVERABLES...............................................    9

13.0  COMMENCEMENT OF OBLIGATIONS.........................................   10

14.0  COOPERATION.........................................................   10

15.0  CONTINUOUS IMPROVEMENT..............................................   10

16.0  IMPROVEMENT PLAN FOR KEY MEASUREMENTS...............................   10

17.0  MEASURING TOOLS.....................................................   11

18.0  TIMES...............................................................   11

19.0  EXCEPTIONS..........................................................   11
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        i

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                 SERVICE LEVELS

1.0 GENERAL

This Schedule sets forth certain quantitative Critical Service Levels, Key
Measurements and Critical Deliverables against which Amdocs' performance shall
be measured. As of the applicable Commencement Date, Amdocs will perform the
Services at or above the performance levels described in this Schedule.

Service Levels outlined in Attachment A.b and B.b are applicable to the Services
being provided to the BAPCO Entities. These metrics shall be active and in
effect until the BAPCO Consolidation is complete. Upon BAPCO Consolidation the
Service Levels set forth in {Attachment B} apply for all Eligible Recipients.

2.0 DEFINITIONS

Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules (including Attachment E to
this Schedule G).

3.0 ATTACHMENTS

The following Attachments are hereby incorporated by reference:

Attachment A: Service Level Matrix for Critical Service Levels and Key
Measurements

Attachment A.b: Service Level Matrix for Critical Service levels and Key
Measurements in support of Services provided to BAPCO Entities until completion
of Modernization.

Attachment B: Service Level Definitions

Attachment B.b: Service Level Definitions in support of Services provided to
BAPCO Entities until completion of Modernization.

Attachment C: Critical Deliverables

Attachment D: Measurement Tools and Methodologies

Attachment E: SLA Terms and Glossary

Attachment F: Help Desk Problem Classification and Response Time

Attachment G: Customer Service Request Problem Classification and Response Time

Attachment H: System Type Classification

Attachment I: [intentionally omitted]

Attachment J: [intentionally omitted]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Attachment K: Project Process Deliverables

Attachment L: [intentionally omitted]

Attachment M: ADM Quality Measurements

Attachment N: Tier 1 & Tier 2 Online Schedule

Attachment O: [intentionally omitted]

Attachment P: [intentionally omitted]

Attachment Q: [intentionally omitted]

Attachment R: Lease Refresh Process

Attachment S: Conversion Quality Standards

Attachment T: Production Schedule for Batch Applications

Attachment U: [intentionally omitted]

Attachment V: Performance Action Committee

4.0 REPORTING

Unless otherwise specified in this Schedule, each Critical Service Level and Key
Measurement shall be measured and reported on a monthly basis beginning on the
Commencement Date. [**], Amdocs shall provide to AT&T, [**].

Amdocs shall provide [**], and Amdocs shall provide [**]during the Term.

Amdocs will [**] for which Amdocs [**] to Amdocs [**] meet the Service Levels
by:

1.   Promptly [**];

2.   Promptly [**];

3.   Using [**]as soon as practicable;

4.   Advising [**];

5.   Providing [**]; and

6.   Making [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

5.0 SERVICE LEVEL [**]

In the event of a Service Level Failure in respect of Critical Service Levels,
Amdocs shall [**]:

1. [**] the information required to calculate the Service Level [**] in the
event of a Service Level Failure of a Critical Service Level. For each Critical
Service Level Failure, Amdocs shall pay to AT&T, or credit against Monthly
Charges, subject to the limitations set forth herein, a Service Level [**]
that will be computed in accordance with the following formula:

[**]

For example, assume that Amdocs fails to meet the Minimum Service Level for a
Critical Service Level; [**]; and the applicable Service Level [**]:

[**]

2. If more than [**].

3. In no event shall the amount of Service Level [**].

4. [**], Amdocs shall notify AT&T in writing of any Service Level Failures
[**]such Service Level Failures, which notice shall be [**]. The monthly reports
shall also describe [**] the month.

5. [**] Amdocs will be [**], subject to [**], shall be [**] for the month
following the completion of the [**]. For example, the amount [**], with respect
to Service Level Failures [**] shall be set forth [**].

6. [**] in the following circumstances:

- -  [**]

7. Where a [**], as the case may be, for multiple [**] of AT&T.

6.0 SINGLE INCIDENT/MULTIPLE FAILURES

If a single incident results in multiple Minimum Service Level Failures, the
Service Level failure related to the root cause of the problem will be used [**]
the root cause will follow the usual escalation pathway. The [**], or of Service
Level [**]. The Parties agree further that [**] such Minimum Service Level
Failures [**].

7.0 EARN BACK

With respect to any [**], Amdocs will have an [**]. If Amdocs [**] hereunder. If
such [**], then Amdocs shall [**] on Amdocs' invoice to AT&T for the [**].

Notwithstanding the preceding paragraph:

1) The [**], unless such failure occurs during a [**] below.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

2) Where a [**], as the case may be, for multiple [**], AT&T is [**] pursuant to
the [**] AT&T, then Amdocs shall [**] the failure in respect of [**].

8.0 PRO-RATED TARGET PERIOD

"Pro-Rated Target Periods" will be defined jointly by the Parties, in order to
allow for Transition Period activities, stabilization of the modernized Systems
upon Acceptance of the Modernization Milestones (each, a "Modernization
Pro-Rated Target Period") and stabilization of new Application Software upon
Acceptance (each, a New Application Pro-Rated Target Period). During the
Pro-Rated Target Periods, Amdocs will be [**].

In the event either Party is of the opinion that the Pro-Rated Target Period
should be extended for a period of time beyond the initially agreed upon period,
the Parties will meet and negotiate such extension, if any, in good faith.

Failure to meet a pro-rated (reduced) target during the Pro-Rated Target Period
shall only be considered a failure of the Expected Service Level and not a
failure of the Minimum Service Level during a Pro-Rated Target Period.

     1.   Transition Pro-Rated Target Periods: duration, impacted metrics and
          associated pro-rated (reduced) targets to be mutually agreed upon
          prior to the start of the Transition Period

Except as otherwise specified in this Schedule or agreed by the Parties,
"Modernization Pro-Rated Target Period" means [**] following Acceptance of a
Modernization Milestone. For each of the Modernization Pro-Rated Target Periods
associated with a conversion restricted to a single region or other unit of the
business (e.g., state), the Pro-Rated Target Period (and its relief from any
portion of Service Level [**]) shall apply [**].

New Application Pro-Rated Target Periods may be established in cases associated
with the implementation and installation of new Application Software. Such
Pro-Rated Target Periods, the impacted Service Levels and associated pro-rated
(reduced) targets will be mutually agreed upon by the Parties on a case-by-case
basis and established in advance of the implementation/installation.

9.0 ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE

New Performance Categories, Critical Service Levels, Service Level [**] and Key
Measurements (but not the At Risk Amount) may be added, deleted or modified
[**], as specified herein, subject to maintaining the Maximum Number of
Measurements. For example, additions or substitutions may occur in conjunction
with changes to the environment and the introduction of new Equipment or
Software or means of Service delivery; provided, however, that where such
Equipment or Software or means of Service delivery is a replacement or upgrade
of existing technology, there shall be a presumption of equivalent or improved
performance.

AT&T will send written notice to Amdocs at least [**] prior to the effective
date of the: additions, deletions or modification to Performance Categories;
additions, deletions or modifications to Service Levels, which include the
movement of Critical Service Levels to Key Measurements or Key Measurements to
Critical Service Levels; or modifications to Service Level [**]. AT&T may send
only one such notice, [**]. Such notice shall include changes necessary to
accommodate the addition of new Performance Categories.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

10.0 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS

AT&T may add, modify or delete Critical Service Levels as follows: MPAA

1. Additions. Expected Service Levels, Minimum Service Levels and Premium
Service Levels associated with added Critical Service Levels will be computed as
follows:

1.1. [**]

<TABLE>
<S>    <C>    <C>    <C>
[**]   [**]   [**]   [**]

[**]   [**]   [**]   [**]

[**]   [**]   [**]   [**]

[**]   [**]   [**]   [**]

[**]   [**]   [**]   [**]

[**]   [**]   [**]   [**]

[**]   [**]   [**]   [**]
</TABLE>

1.2. In setting the Expected Service Level, Minimum Service Level or Premium
Service Level for any Critical Service, if either Party is of the opinion that
one of more Service Periods should be disregarded due to it being significantly
higher or lower than the rest of the other Service Periods, then the Parties
will negotiate in good faith to consider disregarding such Service Periods in
establishing the associated targets. If any Service Periods are excluded from
the determination of an Expected Service Level, Minimum Service Level or Premium
Service Level pursuant to the preceding sentence, then the relevant Measurement
Period shall be a minimum of [**] of data from the [**].

1.3. Amdocs shall begin providing monthly measurements [**] after Amdocs'
receipt of AT&T's written request and subject to agreement on such measurements
in accordance with the Change Control Procedures.

1.4. Notwithstanding the foregoing, upon the introduction of a new Application,
other than Modernization Services, by AT&T, the Expected Service Level, Minimum
Service Level and Premium Service Level for the Availability of such
Applications should be as defined in the new Application Order. Following
installation, Amdocs shall [**]. Amdocs shall be entitled to a New Application
Pro-Rated Target Period as defined in Section 8.0. At the end of [**], the
Expected Service Level, Minimum Service Level, and Premium Service Level shall
be [**] in accordance with Section 15 - Continuous Improvement.

1.5. Premium Service Levels will be calculated for the current set of existing
Service Levels, defined in Schedule G Attachment A, upon [**]. Premium Service
Levels for existing quarterly Service

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Levels and/or those Service Levels that do not have at least [**] will be
negotiated in good faith by the Parties.

1.6. In the event the Service Levels calculated in accordance with the preceding
paragraph 1.1 would have an [**], Amdocs will reasonably [**] to AT&T; in such
event, the Parties shall attempt in good faith to agree during a [**] on an
adjustment to such added Expected Service Level and a Minimum Service Level. In
the event the Parties cannot come to an agreement on such adjusted levels, [**].

1.7. Subject to Article 7 of the Agreement, Critical Service Levels will be
maintained with the implementation of the Modernization unless otherwise agreed
by the Parties.

2. Modifications. AT&T may modify the Service Level [**] for Critical Service
Levels and may designate existing Critical Service Levels as Key Measurements
and promote existing Key Measurements to Critical Service Levels. AT&T may make
changes to the Service Level [**] for any Critical Service Level within the
Performance Category including changes necessary to accommodate the addition or
deletion of Critical Service Levels or Key Measurements.

3. Deletions. AT&T may delete Critical Service Levels.

4. Impact of Additions, Modifications and Deletions of Critical Service Levels
on Service Level [**]. When adding, modifying or deleting a Critical Service
Level, [**]. If AT&T adds a Critical Service Level [**] the Service Level [**].

11.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS

AT&T may add or delete Key Measurements as follows:

1. Additions. Expected Service Levels and Minimum Service Levels associated with
added Key Measurements will be computed as follows:

1.1. [**] Amdocs provided service measurements exist for a particular Service
the table below will be used to [**] Expected Service Level and Minimum Service
Levels:

<TABLE>
<S>    <C>    <C>
[**]   [**]   [**]

[**]   [**]   [**]

[**]   [**]   [**]

[**]   [**]   [**]

[**]   [**]   [**]

[**]   [**]   [**]

[**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        6

<PAGE>

                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

1.2. In setting the Expected Service Level and Minimum Service Level for any Key
Measurement, if either Party feels one of more Service Periods should be
disregarded due to it being significantly higher or lower than the rest of the
other Service Periods, then the Parties will negotiate in good faith to consider
disregarding such Service Periods in establishing the associated targets. If any
Service Periods are excluded from the determination of a Expected Service Level
and Minimum Service Level pursuant to the preceding sentence, then the relevant
Measurement Period shall be a minimum of [**] of data from the [**].

1.3. Amdocs shall [**] in accordance with the Change Control Procedures.

1.4. Notwithstanding the foregoing, upon the introduction of a new Application,
other than Modernization Services, by AT&T, the Expected Service Level and
Minimum Service Level for the Availability of such Applications should be as
defined in the new Application Order. Following installation, Amdocs shall [**].
At the end of [**], the Expected Service Level and Minimum Service Level shall
be [**] in accordance with paragraph 1.1 of this Section 11.

1.5. Subject to Article 7 of the Agreement, Key Measurements will be maintained
with the implementation of the Modernization unless otherwise agreed by the
Parties.

1.6. Deletions. AT&T may delete Key Measurements.

1.7. In the event the Service Levels calculated in accordance with the preceding
paragraph 1.1 would have an [**], Amdocs will reasonably [**] to AT&T; in such
event, the Parties shall attempt in good faith to agree during a thirty (30) day
period on an adjustment to such added Expected Service Level and a Minimum
Service Level. In the event the Parties cannot come to an agreement on such
adjusted levels, [**].

12.0 CRITICAL DELIVERABLES

Schedule G - Attachment C sets forth the [**] in the event the Amdocs [**] as
specified in Schedule G -Attachment C. [**] shall not be included in the [**].
The [**] charges for the month following the month during which [**]. For
example, the [**] shall be set forth in the invoice [**].

13.0 COMMENCEMENT OF OBLIGATIONS

The obligations set forth herein shall commence on the Commencement Date or as
otherwise specified in Attachment A referencing the column "Com + mos**". The
numbers used in the column "Com + mos**" are in the format where "X" represents
the number of months after the Commencement Date when Amdocs will be responsible
to provide measurement data in support of the Critical Service Levels. Amdocs
will [**], after the applicable Grace Period.

14.0 COOPERATION

The achievement of Service Levels may require the coordinated, collaborative
effort of Amdocs with third parties. Amdocs will provide a single point of
contact for the prompt resolution of all Service Level Failures, regardless of
whether the reason for such Service Level Failures was caused by Amdocs.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        7

<PAGE>
                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

15.0 CONTINUOUS IMPROVEMENT

Critical Service Levels and Key Measurements will be modified at the end of each
Contract Year during the Term as follows for Expected Service Levels, Minimum
Service Levels and Premium Service Levels.

1. Each Expected Service Level, Minimum Service Level and Premium Service Level
will be reset to [**] subject to the limitation set forth in paragraph 2 of this
Section 15.

2. In no event shall [**] Level, Minimum Service Level or Premium Service Level
[**]. In addition, the Minimum Service Level [**] from a practical perspective.
As an example, [**].

3. At the end of each Contract Year, the Parties will review the Critical
Service Levels and Key Measurements to identify any service [**]. In the event
the Parties so agree, for such service [**] would be maintained.

4. Continuous Improvement shall apply [**]. Amdocs will maintain [**].

16.0 IMPROVEMENT PLAN FOR KEY MEASUREMENTS

[**], Amdocs shall provide AT&T with [**] the Expected Service Level or the
Minimum Service Level for the Key Measurement, [**]. The Parties shall [**].
Amdocs shall [**]. A Key Measurement that is [**] a Critical Service Level will
[**] (without regard to the timing restraints of Section 9.0).

17.0 MEASURING TOOLS

As of the Commencement Date, Amdocs will use [**] the Critical Service Levels
and Key Measurements designated. [**] prior to the commencement date [**].

If, after the Commencement Date [**], Amdocs desires to [**], Amdocs shall
provide written notice to AT&T, in which event the Parties will [**] as
necessary [**]; provided, however, if the Parties [**], Amdocs will [**] by the
Parties. It is not anticipated that [**] Service Levels; rather, [**].

18.0 TIMES

Unless otherwise set forth herein, all references in this Schedule to times
shall refer to local times of applicable location.

19.0 EXCEPTIONS

Without derogating from the provisions of Section 10.2 of the Agreement, Amdocs
shall not be responsible for a failure to meet any Service Level to the extent
that such failure is directly attributable to any of the following:

1.   [**], for which [**];

2.   [**] in advance that [**] such Service Level [**];

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        8

<PAGE>
                                                                      Schedule G
                                                                  Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

3.   Circumstances that excuse performance in connection with a Force Majeure
     Event as specified in Section 18.1 of the Agreement;

4.   Execution of the Business Continuity Plan in support of an AT&T declared
     disaster.

5.   The acts or omissions of any third party supplier of AT&T, vendor of AT&T,
     or other contractor of AT&T, unless they are operating as a Subcontractor
     of Amdocs or under Amdocs' instruction.

6.   AT&T's refusal to implement additional hardware and/or software for which
     AT&T is financially and operationally responsible, of which Amdocs has
     provided AT&T at least thirty days prior notice (including Amdocs'
     inability to meet Service Levels), and has provided AT&T enough time to
     comply.

Any other case which may require an exception or escalation will be handled
using the escalation procedures defined in Schedule E - Part 5.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        9
<PAGE>

                                                        Schedule G, Attachment A
                                                         Critical Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]                               [**]   [**]   [**]   [**]   [**]          [**]          [**]   [**]
[**]                                                           [**]          [**]          [**]   [**]
[**]                                                           [**]          [**]          [**]   [**]
                     [**]          [**]   [**]   [**]   [**]          [**]   [**]          [**]   [**]
              [**]          [**]          [**]   [**]   [**]          [**]   [**]          [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]   [**]                 [**]   [**]   [**]
                     [**]          [**]   [**]   [**]   [**]          [**]   [**]          [**]   [**]
              [**]          [**]          [**]   [**]   [**]          [**]   [**]          [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]   [**]                 [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        1

<PAGE>

                                                        Schedule G, Attachment A
                                                         Critical Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
                     [**]          [**]   [**]   [**]   [**]          [**]   [**]          [**]   [**]
              [**]                 [**]   [**]   [**]   [**]          [**]   [**]          [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
                     [**]          [**]   [**]   [**]   [**]          [**]   [**]          [**]   [**]
              [**]                 [**]   [**]   [**]   [**]          [**]   [**]          [**]   [**]
[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
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[**]                               [**]   [**]   [**]   [**]   [**]                 [**]   [**]   [**]
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[**]                               [**]   [**]   [**]   [**]          [**]          [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]   [**]                 [**]   [**]   [**]
[**]                               [**]   [**]   [**]   [**]   [**]          [**]          [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        2

<PAGE>

                                                        Schedule G, Attachment A
                                                                Key Measurements
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>
[**]          [**]   [**]   [**]   [**]   [**]
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[**]          [**]   [**]   [**]   [**]   [**]
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[**]          [**]   [**]   [**]   [**]   [**]
[**]          [**]   [**]   [**]   [**]   [**]
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[**]          [**]   [**]   [**]   [**]   [**]
[**]          [**]   [**]   [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        3

<PAGE>

                                                        Schedule G, Attachment A
                                                                Key Measurements
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
       [**]                 [**]          [**]          [**]          [**]   [**]
[**]                        [**]          [**]          [**]          [**]   [**]
[**]                        [**]          [**]          [**]          [**]   [**]
       [**]                 [**]          [**]          [**]          [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        4
<PAGE>

                                                      Schedule G, Attachment A.b
                                                         Critical Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Schedule A.b
Critical Service Levels
Key Measurements

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        1

<PAGE>

                                                      Schedule G, Attachment A.b
                                          BAPCO Entities Critical Service Levels
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
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[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        2

<PAGE>

                                                      Schedule G, Attachment A.b
                                                 BAPCO Entities Key Measurements
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                KEY MEASUREMENTS

<TABLE>
<S>    <C>    <C>    <C>    <C>
       [**]                 [**]
[**]          [**]   [**]   [**]
       [**]                 [**]
[**]          [**]   [**]   [**]
       [**]                 [**]
[**]          [**]   [**]   [**]
       [**]                 [**]
[**]          [**]   [**]   [**]
       [**]                 [**]
[**]          [**]   [**]   [**]
       [**]                 [**]
[**]          [**]   [**]   [**]
       [**]                 [**]
[**]          [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        3
<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE G

                                  ATTACHMENT B

                            SERVICE LEVEL DEFINITIONS

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
I.   CRITICAL SERVICE LEVELS:                                                  1

     A.   PERFORMANCE CATEGORY -ADM                                            1

     B.   [**]

     C.   PERFORMANCE CATEGORY - HELP DESK                                     4

     D.   PERFORMANCE CATEGORY - MAINFRAME                                     6

     E.   PERFORMANCE CATEGORY - CLIENT SERVER

     F.   PERFORMANCE CATEGORY -GOVERNANCE AND CROSS FUNCTIONAL

     G.   CRITICAL ONE-TIME DELIVERABLES

II.  KEY MEASUREMENTS                                                         11

     A.   PERFORMANCE CATEGORY -ADM                                           11

     B.   PERFORMANCE CATEGORY - HELP DESK                                    12

     C.   PERFORMANCE CATEGORY - MAINFRAME

     D.   PERFORMANCE CATEGORY - CLIENT SERVER                                13

     E.   PERFORMANCE CATEGORY - END USER - DESKTOP/LAPTOP                    13
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       i

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

I.   CRITICAL SERVICE LEVELS:

     This Section sets forth-qualitative descriptions of the Critical Service
     Levels that AT&T considers important to its business operations. The
     numerical Minimum Service Levels and Expected Service Levels associated
     with such Critical Service Levels are set forth in Schedule G - Attachment
     A. Subject to the other provisions of Schedule G, Amdocs' obligation with
     respect to the Service Levels and Deliverables specified in this Schedule
     is to meet or exceed the Services Levels set forth in Schedule G -
     Attachment A.

     AT&T does [**] for all Tier 1 and Tier 2 Applications. Amdocs will be
     responsible [**] identified to the Schedule G - Attachment N within [**] of
     the term of the Agreement. For the [**] it is expected that they currently
     meet the defined Expected and Minimum Service Levels. In case of
     discrepancies the issue will be resolved in accordance with Section 7.2 of
     the Agreement.

A.   PERFORMANCE CATEGORY -ADM

     GENERAL:

     Generally, in the ADM category, Tier 1 and Tier 2 Applications are defined
     in Schedule B. The AT&T Governance team will approve the modifications to
     the AT&T Tier 1 and Tier 2 Online Schedule and Batch Schedules.

     For purposes of calculating, outages shall be measured directly through the
     Problem Ticketing Systems and system log files and scheduling software. If
     times are not recorded in the Problem Ticketing system or are disputed,
     system logs will be utilized to calculate total Downtime.

B.   [**]

     This metric definition is being maintained in the Policy and Procedures
     Manual. See Section 4.1.1, Service Level Agreement Metrics, and Section 15,
     Attachments, Service Level Agreement (SLA) Attachments (Attachments 99.01 -
     99.nn).

     1. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       1

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     2. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     3. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     4. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     5. [**]

          The Key Business Deliverables Service level is directly related to any
          System outage that will cause a missed scheduled delivery of any of
          the following Deliverables. Any measurement is subject to a [**] root
          cause analysis before the determination of a Service Level [**].

          [**]

          The AT&T Governance Team may add, remove, and modify the key business
          Deliverables [**]every year through the term of the Agreement as part
          of the [**] review and changes of the SLA using the procedures defined
          in Schedule G. Any measurement or Deliverable that is changed by the
          Governance Team will [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       2

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          MEASUREMENT

          The calculation for this metric is defined as:

          [**]Or simplified:

          [**]This metric definition is being maintained in the Policy and
          Procedure Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     6. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     7. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     8. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     9. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     10. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       3

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     11. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     12. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     13. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

C.   PERFORMANCE CATEGORY - HELP DESK

     GENERAL: Unless otherwise indicated, all of the Critical Service Levels
     shall be measured as an [**] Measurement Window set forth on Schedule G -
     Attachment A.

     PROBLEM TICKET CREATION With one exception, all problem tickets are
     initiated by a call to the Help Desk. The exception occurs when Operations
     personnel open problem tickets when they encounter production or other
     problems. For purposes of service level measurements, problem tickets will
     include all problem tickets initiated by Amdocs Operations Personnel

     Problem Ticket Classification Criteria (Performed by Help Desk) - The
     Helpdesk (and Operations personnel initiating problem tickets) will use the
     criteria defined in Schedule G Attachment F to classify problem tickets as
     standard, high or critical priority.

     1. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Response times for Critical, High, and Standard Priorities are defined
          in Schedule G Attachment F

     2. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Response times for Critical Priority is defined in Schedule G,
          Attachment F.

     3. [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       4

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Response times for High Priority is defined in Schedule G Attachment F

     4. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Response times for Standard Priority is defined in Schedule G -
          Attachment F.

     5. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Close times for Critical Priority is defined in Schedule G Attachment
          F.

     6. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Close times for High Priority is defined in Schedule G - Attachment F.

     7. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

          Close times for Standard Priority is defined in Schedule G -
          Attachment F.

     8. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       5

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     9. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     10. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     11. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     12. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

D.   PERFORMANCE CATEGORY - MAINFRAME

     GENERAL: The intent of this Critical Service Level under this Section is to
     address AT&T's concern that Amdocs provide responsiveness in the support of
     the Mainframe environment as it relates to system and database
     availability, execution of AT&T's backup processes and the provisioning of
     print/output to the appropriate print or data file location.

     1. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

 E.  [**]

     GENERAL: The intent of this Critical Service Level under this Section is to
     address [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       6

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     1. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     2. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     3. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     4. PERFORMANCE CATEGORY - END USER - DESKTOP/LAPTOP:

     GENERAL: The intent of the Critical Service Levels under this Section is to
     address AT&T's [**]..

     Projects are generally defined as any Customer Service Request that
     requires 10 or more installations, moves, adds or changes. Procurement of
     Equipment and Third-Party Software necessary for project completion shall
     be integrated into each project's schedule. Procurement-related tasks,
     including estimated shipping lead times, shall be included in each project
     plan. Such tasks shall include, but not be limited to, solicitation of
     competitive bids from third-party vendors, submission of orders to
     third-party vendor(s), receipt of ordered materials, and other tasks deemed
     appropriate by the AT&T and Amdocs members on each project team. AT&T and
     Amdocs shall agree upon the specific items and quantities of Equipment and
     Third-Party Software to be ordered in support of each project. Those
     Customer Service Requests that are less than 10 shall be treated as
     business as usual and not part of a project. The entire Customer Service
     Request for IMACs is described in Schedule G - Attachment G.

     5. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       7

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     6. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     7. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     8. [**]This metric definition is being maintained in the Policy and
        Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
        and Section 15, Attachments, Service Level Agreement (SLA) Attachments
        (Attachments 99.01 - 99.nn).

F.   [**]

     1. GOVERNANCE REPORTS (NOT DELIVERED ON TIME).

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

G.   [**]

          This Section sets forth certain obligations of Amdocs regarding
          Critical Deliverables. Unless otherwise agreed to by the Disaster
          Recovery and Business Continuity Governance Committee chairpersons and
          documented in a formal Minutes of Meeting, Amdocs shall provide each
          Critical Deliverable set forth in Schedule G - Attachment C on or [**]
          after the Commencement Date.

     1. [**]

          GENERAL: The intent of the Critical Deliverable under this Section is
          to address Amdocs' responsibilities with regard to [**] of AT&T. While
          AT&T [**] Disaster Recovery and Business Continuity Plan, Amdocs will
          be [**], as outlined in the Cross Functional - General Statement of
          Work. Amdocs will [**] and, if needed, use the Disaster Recovery Plans
          to rapidly recover from any disasters.

          After the commencement date, Amdocs will be required to [**]. [**]

     2. [**]

          After Amdocs [**] capability for Systems as described in [**], Amdocs
          will need to [**] as is outlined in Cross Functional General Services
          Statement of Work, Section 10 (Business Continuity and Disaster
          Recovery Services).

          a) [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified recovery timeframes.
          The test objectives and milestones for the recovery test will be
          coordinated and agreed to by AT&T and Amdocs.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       8

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          b) [**]

          As outlined in [**], should Amdocs [**] as defined in the [**],
          Amdocs shall [**] Disaster Recovery objectives and milestone(s) within
          [**].

     3. [**]

          After Amdocs [**] capability for Systems as described in [**]. Amdocs
          will need to [**] as is outlined in Cross Functional General Services
          Statement of Work, Section 10 Business (Continuity and Disaster
          Recovery Services).

          a) [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified recovery timeframes.
          The test objectives and milestones for the recovery test will be
          coordinated and agreed to by AT&T and Amdocs.

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          b) [**]

          As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
          shall [**] Disaster Recovery objectives and milestone(s) [**].

     4. [**]

          After Amdocs [**] capability for Systems as described in [**]. Amdocs
          will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
          STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
          RECOVERY SERVICES).

          a) [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified recovery timeframes.
          The test objectives and milestones for the recovery test will be
          coordinated and agreed to by AT&T and Amdocs.

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          b) [**]

          As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
          shall [**] Disaster Recovery objectives and milestone(s) within [**].

     5. [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       9

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          After Amdocs [**] capability for Systems as described in [**]. Amdocs
          will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
          STATEMENT OF WORK, IN SECTION 10 (BUSINESS CONTINUITY AND DISASTER
          RECOVERY SERVICES).

          a) [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified recovery timeframes.
          The test objectives and milestones for the recovery test will be
          coordinated and agreed to by AT&T and Amdocs.

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          b) [**]

          As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
          shall [**] Disaster Recovery objectives and milestone(s) [**].

     6. [**]

          After Amdocs [**] capability for Systems as described in [**]. Amdocs
          will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
          STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
          RECOVERY SERVICES).

          a) [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified recovery timeframes.
          The test objectives and milestones for the recovery test will be
          coordinated and agreed to by AT&T and Amdocs.

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          b) [**]

          As outlined in [**], should Amdocs [**] as defined in the [**],
          Amdocs shall [**] Disaster Recovery objectives and milestone(s) within
          [**].

     7. [**]

          After Amdocs [**] capability for Systems as described in [**], Amdocs
          will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
          STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
          RECOVERY SERVICES).

          a) [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       10

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          recovery timeframes. The test objectives and milestones for the
          recovery test will be coordinated and agreed to by AT&T and Amdocs.

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          [**]

          As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
          shall be [**] Disaster Recovery objectives and milestone(s) [**].

     8. [**]

          After Amdocs [**] capability for Systems as described in [**], Amdocs
          will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
          STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
          RECOVERY SERVICES).

          [**]

          Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
          test objectives with AT&T designed to verify that Amdocs supplied
          services will be available within the identified recovery timeframes.
          The test objectives and milestones for the recovery test will be
          coordinated and agreed to by AT&T and Amdocs.

          [**] to by AT&T and Amdocs and documented in the Disaster Recovery and
          Business Continuity Plan.

          [**]

          As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
          shall [**]Disaster Recovery objectives and milestone(s) [**].

II.  KEY MEASUREMENTS

          The following Key Measurements are included for the purposes of
          measuring Amdocs' performance of the Outsourcing Services that AT&T
          considers important to its business operations. The numerical Minimum
          Service Levels and Expected Service Levels associated with such
          Critical Service Levels are set forth in Schedule G - Attachment A.
          Subject to the other provisions of Schedule G, Amdocs' obligation with
          respect to Key Measurements specified in this Schedule is to meet or
          exceed the Services Levels set forth in Schedule G - Attachment A.

A.    PERFORMANCE CATEGORY -ADM

          GENERAL: The intent of the Key Measurement under this Section is to
          address AT&T's [**].

     1. [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       11

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     2. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     3. [**].

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     3. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

B.   PERFORMANCE CATEGORY - HELP DESK

     GENERAL: Unless otherwise indicated, all of the Critical Service Levels
     shall be measured as an [**] during the applicable Measurement Window set
     forth on Schedule G - Attachment A

     1. [**].

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     2. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

C.   [**]

     GENERAL: The intent of the Critical Service Levels under this Section is to
     address AT&T's [**].

     1. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       12

<PAGE>

                                                        Schedule G, Attachment B
                                                       Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

D. PERFORMANCE CATEGORY - CLIENT SERVER

     1. [**]
          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     2. [**]
          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     3. [**]
          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

E.   PERFORMANCE CATEGORY - END USER - DESKTOP/LAPTOP

     GENERAL: The intent of the Critical Service Levels under this Section is to
     address AT&T's [**]. Subject to the requirements of this Section, Amdocs
     shall provide this service as described below to meet or exceed the Service
     Levels set forth in Schedule G - Attachment A.

     1. NON-STANDARD AT&T SOFTWARE AND HARDWARE

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     2. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

     3. [**]

          This metric definition is being maintained in the Policy and
          Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
          and Section 15, Attachments, Service Level Agreement (SLA) Attachments
          (Attachments 99.01 - 99.nn).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       13
<PAGE>

                                                      Schedule G, Attachment B.b
                                        BAPCO Entities Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE G

                                 ATTACHMENT B.B

                    BAPCO ENTITIES SERVICE LEVEL DEFINITIONS

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                      Schedule G, Attachment B.b
                                        BAPCO Entities Service Level Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                    BAPCO ENTITIES SERVICE LEVEL DEFINITIONS

Unless otherwise noted, all target times are Eastern Time.

CRITICAL SERVICE LEVELS

     [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2
<PAGE>

                                                        Schedule G, Attachment C
                                                           Critical Deliverables
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>
[**]                 [**]   [**]   [**]
       [**]   [**]          [**]   [**]
       [**]   [**]          [**]   [**]
[**]                 [**]   [**]          [**]
[**]                 [**]   [**]          [**]
[**]                 [**]   [**]          [**]
[**]                 [**]   [**]          [**]
[**]                 [**]   [**]          [**]
[**]                 [**]   [**]          [**]
[**]                 [**]   [**]          [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
                          except by written agreement.


                                        1

<PAGE>

                                                        Schedule G, Attachment F
                              Help Desk Problem Classification and Response Time
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               HELP DESK PROBLEM CLASSIFICATION AND RESPONSE TIMES

HELP DESK PROBLEM TICKETS

The following list is designed to help guide Help Desk personnel on how to
classify problem tickets with the correct priority when an end user calls in to
the Help Desk with a problem. All problem tickets issued by the Help Desk deal
with system (Mainframe, Server, Desktop, Laptop), network, Data Base or
Application problems or issues. The Help Desk does not initiate Customer Service
Requests related to adds, moves, changes, deletes and installations (IMACs).
Computer Operations personnel can open problem tickets related to production
issues. The use of the term Help Desk, includes Operations personnel that open
Help Desk problem tickets. There are three general categories of Help Desk
problem tickets: Standard Priority, High Priority, and Critical Priority.

DEFINITIONS:

STANDARD PRIORITY
       [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                        Schedule G, Attachment H
                                                      System Type Classification
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           SYSTEM TYPE CLASSIFICATION

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
                     [**]                                             [**]          [**]
              [**]                 [**]          [**]          [**]          [**]          [**]
              [**]                 [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]   [**]                 [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]
[**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]

       [**]                        [**]          [**]          [**]          [**]          [**]
       [**]                        [**]          [**]          [**]          [**]          [**]
       [**]                        [**]          [**]          [**]          [**]          [**]

[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
[**]                        [**]          [**]          [**]          [**]          [**]
[**]                        [**]          [**]          [**]          [**]          [**]
[**]                        [**]          [**]          [**]          [**]          [**]
[**]                               [**]          [**]          [**]          [**]          [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1

<PAGE>

                                                        Schedule G, Attachment S
                                                    Conversion Quality Standards
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1
<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE H

                                 TRANSITION PLAN

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.0 Transition Plan ........................................................   1
    1.1 Issue Management ...................................................   1

2.0 Organization Plan ......................................................   1
    2.1 Organization Analysis ..............................................   1
        2.1.1 Commencement Date Organization Chart .........................   1
        2.1.2 Commencement Date Assignments ................................   2
    2.2 Facilities Management Plan .........................................   2
        2.2.1 Work Assignment Locations ....................................   2
        2.2.2 Office Space .................................................   2

3.0 COMMUNICATION Plan .....................................................   2
    3.1 Internal Communications ............................................   2
        3.1.1 Develop Support Network ......................................   2
        3.1.2 Prepare Materials ............................................   2
        3.1.3 Present Materials/Conduct Meeting ............................   2
        3.1.4 Conduct Follow-up Question and Answer Sessions ...............   3
    3.2 External Communications ............................................   3
        3.2.1 Prepare Materials ............................................   3
        3.2.2 Present Materials/Conduct Meeting ............................   3

4.0 HUMAN RESOURCE PLANS ...................................................   3
        [**]
        [**]
        [**]
        [**]
        [**]
        [**]
        [**]
        [**]

5.0 Governance .............................................................   4
    5.1 Team Members .......................................................   4
    5.2 Policy and Procedures Manual .......................................   4
    5.3 Interim Performance Management .....................................   4
        5.3.1 Policies and Procedures ......................................   4
        5.3.2 Supporting Schedules .........................................   4
    5.4 Interim Financial Management .......................................   5
        5.4.1  Policies and Procedures .....................................   5
        5..4.2 Supporting Schedules ........................................   5
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       i

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                            <C>
    5.5 Interim Contract Management ........................................   5
        5.5.1 Policies and Procedures ......................................   5
    5.6 Interim Relationship Management ....................................   6
        5.6.1 Policies and Procedures ......................................   6
        5.6.2 Supporting Schedules .........................................   6
    5.7 Satisfaction Surveys ...............................................   6

6.0 Assignment of assets, licenses, Leases and related agreements ..........   6
    6.1 Assignments and Assumptions of Software Licenses, Equipment Leases
        and Third Party Contracts ..........................................   6
        Per Section 6.7 of the Agreement ...................................   6
    6.2 Items not Assignable by Commencement Date ..........................   6
        Per Section 6.7 of the Agreement ...................................   6
    6.3 Assignment of Assets ...............................................   6

7.0 Enhancement Plans ......................................................   6
    7.1 Project Transition/Handoff .........................................   7
    7.2 Change (WRF) Process ...............................................   7
    7.3 Prioritization Process .............................................   7
    7.4 Resource Allocations ...............................................   7
    7.5 Communication ......................................................   7

8.0 AT&T access TO SoFTWARE ................................................   7

9.0 modernization ..........................................................   7
    9.1 Project Governance - Detailed plans for this activity will be
        completed during the Transition period .............................   7
        9.1.1 Team Definition ..............................................   7
        9.1.2 Modernization Committee ......................................   7
        9.1.3 Application/Business Area Teams ..............................   7
        9.1.4 Operations Teams .............................................   7
    9.2 Work Plan/Schedule .................................................   7
    9.3 Strategies .........................................................   8
        9.3.1 Reengineering ................................................   8
        9.3.2 Requirements .................................................   8
        9.3.3 Testing ......................................................   8
        9.3.4 Deployment ...................................................   8
    9.4 Design Sessions ....................................................   8
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       ii

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

1.0  TRANSITION PLAN

This Schedule H contains the framework from which transition procedures, plans,
and activities will be documented. [**] after the Effective Date, Amdocs shall
prepare and deliver to AT&T for AT&T's review, comment and approval a detailed
work plan based on and consistent with the Transition Plan pursuant to the
Agreement Section 4.3.b. Such detailed work plan shall become a part of the
Transition Plan and be incorporated therein. During the Transition Period, the
parties will complete, in a manner satisfactory to both parties, the transition
activities described herein. Simultaneously, the AT&T team will continue their
close review of the Schedules and Exhibits to the Agreement, and make suggested
corrections and clarifications.

[**], AT&T and Amdocs will provide resources to form a Joint Transition Team.
The Joint Transition Team is a temporary organization structure that will cover
the period of time between Effective Date and the Commencement Date. The Joint
Transition Team will consist of a Joint Steering Committee, Joint Management
Team, and transition sub-teams, as defined by both Parties. The Joint Transition
Team will continue the close review of the Schedules and Exhibits to the
Agreement, begin preparing the detailed transition plan, execute
pre-Commencement tasks, and activate the Governance Team structure and process.
The Joint Transition Team will be replaced by the Governance Team structure on
the Commencement Date, as outlined in Part 5 of SCHEDULE E.

1.1  ISSUE MANAGEMENT

Any issues or discrepancies that arise after the Effective Date and prior to the
Commencement Date will be escalated for review and resolution to the next level
of transition management as follows:

     -    Joint Transition Management Team. Members to be identified on or
          before the Effective Date. If unresolved, escalate to:

     -    Joint Transition Steering Committee. Members to include senior
          management from AT&T and Amdocs. If unresolved, escalate to:

     -    AT&T Executive and Amdocs Executive.

Issue management, post Commencement and after formation of the AT&T Governance
Team, will follow the escalation process set forth in Part 5 of SCHEDULE E.

2.0  ORGANIZATION PLAN

2.1  ORGANIZATION ANALYSIS

     2.1.1 COMMENCEMENT DATE ORGANIZATION CHART

     [**], the Parties will develop Interim Performance Management Procedures,
     Interim Financial Management Procedures, Interim Contract Management
     Procedures, Interim Relationship Management Procedures (as described below)
     as well as other interim management procedures. Amdocs will perform a gap
     analysis comparing Commencement Date and pre-Commencement Date IT
     processes. The gap analysis will serve as a vital input into finalizing a
     Commencement Date Organization Chart, which must be completed [**] the
     Commencement Date. Organization units, teams, jobs, roles

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     and number of required full time equivalents will be documented on the
     Organization Chart with a clear depiction of reporting relationships. Any
     changes between the Pre-Commencement Date Organization Chart and the
     Commencement Date Organization Chart [**].

     2.1.2 COMMENCEMENT DATE ASSIGNMENTS

     AT&T will assign each Transitioned Employee and in-scope contractor to the
     jobs depicted on the Commencement Date Organization Chart by the
     Commencement Date and forwarded to Amdocs. AT&T will identify a subset of
     Transitioned Employees as Key Amdocs Personnel (as described in SCHEDULE M
     and SCHEDULE C).

2.2  FACILITIES MANAGEMENT PLAN

Detailed plans for this activity will be completed during the Transition Period.

     2.2.1 WORK ASSIGNMENT LOCATIONS

     2.2.2 OFFICE SPACE

3.0  COMMUNICATION PLAN

A general announcement, via conference call, will be given to all AT&T employees
(both in/out of scope) by the Executive VP & CIO-AT&T, [**], and the VP
Directory ITS, [**], on or around the Effective Date. Each AT&T director will
hold subsequent meetings separately with in-scope and out-of-scope employees,
after the general announcement, to address specific concerns and issues.
Employees on vacation or out of the office will be provided a call-in number to
attend the general announcement and will be directed by their managers on the
process for obtaining additional information.

3.1  INTERNAL COMMUNICATIONS

An employee information packet will be distributed to each employee listed on
SCHEDULE M and will be made available on an internal website. [**].

     3.1.1 DEVELOP SUPPORT NETWORK

     Direct reports to the VP Directory ITS ([**]) have been identified as the
     support structure responsible for AT&T's activities in communicating the
     announcement. These individuals will be responsible for scheduling and
     conducting separate meetings with the in-scope and out-of-scope employees,
     to further explain the impact and to discuss employee concerns.

     3.1.2 PREPARE MATERIALS

     Materials will be prepared according to an AT&T-approved plan.

     3.1.3 PRESENT MATERIALS/CONDUCT MEETING

     Material will be presented and meetings will be conducted according to an
     AT&T-approved plan.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       2

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     3.1.4 CONDUCT FOLLOW-UP QUESTION AND ANSWER SESSIONS

     Follow-up sessions will be conducted according to an AT&T-approved plan.

3.2  EXTERNAL COMMUNICATIONS

Material used for external communication will be developed by the AT&T Media
Relations group and Amdocs and approved by the AT&T Corporate Communication
group, prior to the announcement date. Delivery of the external message will be
synchronized with the delivery of the internal announcement and Amdocs'
announcement, one day after the Effective Date. Exact time will be agreed to by
the Parties.

     3.2.1 PREPARE MATERIALS

     Materials will be prepared according to an AT&T-approved plan.

     3.2.2 PRESENT MATERIALS/CONDUCT MEETING

     Material will be presented and meetings will be conducted according to an
     AT&T-approved plan.

4.0  HUMAN RESOURCE PLANS

4.1  [**]

Amdocs will conduct on-site Benefit/Payroll Information and Q&A sessions after
the announcement date for [**]. Tentative plans call for an AT&T Benefits
representative to also be present.

4.2  [**]

[**] after the Effective Date. Employees will have [**]. Plans need to be
developed to address those employees that are out of town or unable to receive
the offer letters via US mail.

4.3  [**]

Per Section 8.1 of the Agreement.

4.4  [**]

Per Section 8.1(a)(1) of the Agreement.

4.5  [**]

Per Section 8.2 of the Agreement.

     [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

5.0  GOVERNANCE

5.1  TEAM MEMBERS

During the Transition Period, the Parties will form and name members of their
respective Governance Teams, as defined in SCHEDULE E, Part 5, and will document
the associated organization charts, description of functions performed, and
contact information.

5.2  POLICY AND PROCEDURES MANUAL

Amdocs will develop the Policy and Procedures Manual in accordance with Sections
9.1 and 9.3a of the Agreement and Schedule E Attachment 6 Section 2.0.

5.3  INTERIM PERFORMANCE MANAGEMENT

     5.3.1 POLICIES AND PROCEDURES

     A.   Work Authorization Procedures - includes responsibilities and
          procedures for the originator of work requests and overall review and
          authorization processes.

     B.   Performance Monitoring and Reporting Procedures - includes procedures
          to verify proper Service delivery on a day-to-day basis, including
          internal reporting and reporting to AT&T.

     C.   With respect to Key Business Deliverables, AT&T shall provide Service
          Level documentation [**]to Commencement Date.

     D.   Per Schedule G, Section 17, as of the Commencement Date, Amdocs will
          use AT&T's existing measuring tools and methodologies set forth in
          Attachment D for the Critical Service Levels and Key Measurements
          designated. Tools for new Critical Service Levels and new Key
          Measurements will be agreed upon by the parties and will be
          implemented according to the Change Control Process prior to the
          Commencement Date of the measurement.

     E.   Problem Management and Escalation Procedures - includes procedures to
          identify problems, report and resolve problems, and escalate as
          necessary.

     F.   Service Level Measurement and Reporting Procedures - includes
          procedures to measure and report Service Levels to AT&T.

     G.   Per Schedule G, Section 4.0, unless otherwise specified in this
          Schedule, each Critical Service Level and Key Measurement shall be
          measured and reported on [**] the Commencement Date.

     H.   Project Management Procedures - includes methodologies and procedures
          used to manage and report on Projects.

     I.   Per Schedule E Part 1 Section 2.1 provide mapping document to map
          Amdocs Methodology to CMM Tier 2 prior to Commencement Date.

     J.   Change Management Procedures - includes procedures regarding changes
          to the environment including the notification process, timing,
          planning, authorization, and implementation.

     5.3.2 SUPPORTING SCHEDULES

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     The following schedules will be documented in detail, reviewed and approved
     during the transition period.

     Schedule G - Attachment O: Backup Jobs Schedule

     Schedule G - Attachment P: Print Output Production Schedule

     Schedule G - Attachment Q: Standard Backup Procedures

     Schedule G - Attachment T: Production Schedule For Batch Applications

     Schedule G - Attachment U: Conversion Guidelines

     Schedule G - Attachment D: Measurement Tools and Methodologies

     Schedule R - Reports

5.4  INTERIM FINANCIAL MANAGEMENT

     5.4.1 POLICIES AND PROCEDURES

     A.   Invoicing - includes procedures for invoicing and verification of
          invoices by AT&T.

     B.   Charge back - includes procedures for charge back of costs related to
          the Services and the overall Agreement to business units including
          responsibilities and support by both Amdocs and the AT&T staff.

     C.   Budgeting - includes procedures for how Amdocs will assist AT&T with
          the annual budgeting cycle including estimating potential projects,
          review cycle, and responsibilities of Amdocs and AT&T staff.

     D.   Forecasting - includes procedures for forecast cost versus budget for
          the Annual Development budget

     E.   Procurement - includes procedures for procurement Services where
          Amdocs performs procurement on behalf of AT&T, as applicable,
          including responsibilities and process for both AT&T staff and Amdocs.

     F.   Service Level [**] - includes procedures for [**].

     5..4.2 SUPPORTING SCHEDULES

     The following schedules will be documented in detail, reviewed and approved
     during the Transition Period.

     Schedule E.5.a - Managed Third Parties

     Schedule F.3 - Third Party Services Contracts

     Schedule O.3 - AT&T Provided Equipment

     Schedule O.4 - AT&T Supplied Items and Equipment Specifications

5.5  INTERIM CONTRACT MANAGEMENT

     5.5.1 POLICIES AND PROCEDURES

     A.   Contract Change Control - includes procedures regarding changes to the
          Agreement, including changes to any Exhibit or Attachment including
          notification period and process, authority levels, and escalation
          procedures.

     B.   Reporting - includes procedures and activities regarding key standard
          reports to be delivered by AT&T and requests for ad-hoc reports that
          may from time to time be submitted to AT&T.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

5.6  INTERIM RELATIONSHIP MANAGEMENT

     5.6.1 POLICIES AND PROCEDURES

     A.   Customer Satisfaction Surveys - Process for conducting Customer
          Satisfaction Surveys including procedures regarding action items and
          attempts to resolve customer issues.

     B.   Client Facing - Procedures and responsibilities regarding the
          relationship between Amdocs and AT&T staff including procedures
          regarding communication and coordination regarding work requests,
          Service delivery issues, budgeting and financial issues, etc.

     C.   End Users - Procedures and responsibilities regarding responding to
          end user problems, requests, and questions.

     D.   Third Party Vendors - Procedures for interacting with third party
          vendors, which may provide services, equipment, or software that are
          ancillary to or support the overall delivery of Services.

     5.6.2 SUPPORTING SCHEDULES

     The following schedules will be documented in detail, reviewed and approved
     during the Transition Period.

     Schedule U - Amdocs Proposal

5.7  SATISFACTION SURVEYS.

Satisfaction surveys shall be conducted in accordance with the procedures and
timeframe as identified in Section 7.6 of the Agreement and Schedule Q.

6.0  ASSIGNMENT OF ASSETS, LICENSES, LEASES AND RELATED AGREEMENTS

6.1  ASSIGNMENTS AND ASSUMPTIONS OF SOFTWARE LICENSES, EQUIPMENT LEASES AND
     THIRD PARTY CONTRACTS

PER SECTION 6.7 OF THE AGREEMENT

6.2  ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE

PER SECTION 6.7 OF THE AGREEMENT

6.3  ASSIGNMENT OF ASSETS

7.0  ENHANCEMENT PLANS

Detailed plans for this activity will be completed during the Transition Period.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        6

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

7.1  PROJECT TRANSITION/HANDOFF

As of the Effective Date, a list of the current projects and ongoing projects
are set forth in Schedule L. As of the Commencement Date, [**]update the
projects listed in Schedule L to include any additions to and deletions from
such list, which have occurred in the ordinary course of business prior to the
Commencement Date.

7.2  CHANGE (WRF) PROCESS

7.3  PRIORITIZATION PROCESS

7.4  RESOURCE ALLOCATIONS

7.5  COMMUNICATION

8.0  AT&T [**]

As of the Commencement Date Amdocs [**].

9.0  MODERNIZATION

As of the Commencement Date, Amdocs will immediately begin the process of
replacing AT&T's existing directory publishing systems throughout the various
AT&T organizations and divisions with Amdocs' latest directory publishing
solution ("NewGen") package. ("NewGen" is referred to in the Agreement as the
"Amdocs Software Package"; for purposes of this Schedule reference to "AT&T"
also means AT&T and the Eligible Recipients).

9.1  PROJECT GOVERNANCE - Detailed plans for this activity will be completed
     during the Transition Period.

     9.1.1 TEAM DEFINITION

     9.1.2 MODERNIZATION COMMITTEE

     Upon Commencement, Amdocs will establish a Modernization Committee as
     defined in SCHEDULE A (Modernization), Section 16.

     9.1.3 APPLICATION/BUSINESS AREA TEAMS

     This team will lead the efforts of the application transition.

     9.1.4 OPERATIONS TEAMS

     This team will lead the effort of the operations activities, including Help
     Desk, operations, system administration, and database administration.

9.2  WORK PLAN/SCHEDULE

Per Schedule A, Section 16, develop and deliver the final detailed Modernization
Plan (or Implementation Plan) covering all required tasks to be performed to
enable a safe and efficient

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        7

<PAGE>

                                                                      Schedule H
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Modernization. Further, detailed plans for this activity will be completed
during the Transition Period.

9.3  STRATEGIES

Detailed plans for this activity will be completed during the Transition Period.

     9.3.1 REENGINEERING

     9.3.2 REQUIREMENTS

     9.3.3 TESTING

     9.3.4 DEPLOYMENT

9.4  DESIGN SESSIONS

Amdocs and AT&T will begin design sessions as defined in Schedule A Section 5.0.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        8

<PAGE>

                                                                    Schedule H.b
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                  SCHEDULE H.B

                                 TRANSITION PLAN

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.

<PAGE>

                                                                    Schedule H.b
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0    DEFINITIONS..........................................................   1
2.0    TRANSITION MANAGEMENT................................................   1
   2.1 Transition Committee.................................................   1
   2.2 Governance Committee.................................................   1
3.0    TRANSITION PLAN ACTIVITIES...........................................   1
   3.1 Detailed Transition Plan.............................................   1
   3.2 Detailed Modernization Plan..........................................   1
   3.3 Transition of BAPCO Entities Non-Amdocs Applications.................   2
   3.4 Transition of Excluded Services......................................   2
   3.5 Process & Procedure Updates..........................................   2
   3.6 Transition of Additional Towers......................................   2
   3.7 Services Transition..................................................   3
   3.8 Completion of Agreement Schedules....................................   3
   3.9 Transition of End User Support.......................................   3
4.0    TRANSITION PLAN DELIVERABLES SUMMARY.................................   3
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       i

<PAGE>

                                                                    Schedule H.b
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

1.0  DEFINITIONS

As used in this Schedule, the terms set forth below shall have the following
meanings:

     1.   TRANSITION START DATE shall mean the date when the FARA is signed by
          the last Party.

2.0  TRANSITION MANAGEMENT

2.1  TRANSITION COMMITTEE

A joint Transition Committee will be formed with members from AT&T and Amdocs
("Transition Committee").

The purpose of the Transition Committee is to assure a smooth transition and
minimize any disruptions to AT&T business operations. The Transition Committee
will be chaired by [**] who will serve as Transition Executives and be
responsible for providing appropriate governance and resources to complete
transition activities. Transition Executives will respectively designate
Transition Committee members from AT&T and Amdocs. The Transition Committee will
be established and fully operational no later than the Transition Start Date and
will hold meetings on a weekly basis, or as otherwise required, to monitor the
progress of the transition and handle any issues that require the Transition
Committee's attention.

2.2  GOVERNANCE COMMITTEE

The existing joint Governance Team structure will be revised to incorporate
knowledgeable representatives for BAPCO Entities work to include AT&T IT, AT&T
business unit, and Amdocs representatives [**] the Transition Start Date.

3.0  TRANSITION PLAN ACTIVITIES

3.1  DETAILED TRANSITION PLAN

This Schedule H.b contains the framework from which transition procedures,
plans, and activities will be documented. [**] During the Transition Period, the
parties will complete, in a manner satisfactory to both parties, the transition
activities described herein.

3.2  DETAILED MODERNIZATION PLAN

[**] and in accordance with Schedule A, Amdocs will develop and deliver for
AT&T's approval, the detailed Modernization Plan covering all required tasks to
be performed to enable Modernization.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       1

<PAGE>

                                                                    Schedule H.b
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010


3.3  TRANSITION OF BAPCO ENTITIES NON-AMDOCS APPLICATIONS

[**].

3.4  TRANSITION OF EXCLUDED SERVICES

[**].

AT&T TABLES MAINTENANCE - [**].

3.5  PROCESS & PROCEDURE UPDATES

[**], Amdocs will work with AT&T to update processes and procedures as follows:

[**]

3.6  TRANSITION OF [**]

In the event the Parties agree, at some time in the future, that operational
and/or financial responsibility for [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       2

<PAGE>

                                                                    Schedule H.b
                                                                 Transition Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

3.7  SERVICES TRANSITION

Amdocs will provide the following Outsourcing Services and related
administrative and cross functional services for the BAPCO Entities, which is
currently planned to commence [**]:

     [**]

3.8  COMPLETION OF AGREEMENT SCHEDULES

During the Transition Period, the Parties will work together to update the
following schedules as necessary for the transition of [**] and amend the
Agreement accordingly:

     [**]

3.9  TRANSITION OF END USER SUPPORT

[**].

4.0  TRANSITION PLAN DELIVERABLES SUMMARY

Amdocs must complete the following transition deliverables and secure AT&T
approval that Amdocs has completed the following Transition activities:

     [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       3

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE I

                                EXCLUDED SERVICES

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


<PAGE>

                                TABLE OF CONTENTS

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>                                                                          <C>
1.    Introduction.........................................................    1
1.1      Purpose and Scope.................................................    1
2.    Network and Communication (including Internet and E-mail)............    1
2.1      Data Network......................................................    1
2.2      Voice Network.....................................................    3
2.3      E-mail............................................................    3
3.    Disaster Recovery Excluded Services..................................    3
4.    Excluded Applications................................................    4
5.    Excluded Servers.....................................................    4
6.    Facilities Management................................................    5
6.1      AT&T Real Yellow Pages Administrative Facilities (non-Data
            Center Facilities).............................................    5
6.2      AT&T Real Yellow Pages Managed Data Centers:......................    7
6.3      AT&T IT Managed Data Centers:.....................................    9
7.    IT Services Supporting the AT&T Real Yellow Pages Directory
         Operations In Illinois & Northwest Indiana, where the R.H.
         Donnelley is the Sales Agency for the Sales of Advertising........   11
8.    AT&T Business Analyst................................................   11
9.    AT&T Tables Maintenance..............................................   12
10.   BAPCO and IMV Networked Printer Support..............................   13
11.   IMV End User Support.................................................   14
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       i

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

1.   INTRODUCTION

1.1  PURPOSE AND SCOPE

This schedule includes the list of Excluded Services (i.e., Services not
performed by Amdocs under the Agreement), where AT&T rather than Amdocs is
responsible for the work as set forth and defined in Sections 2 through 7.

2.   NETWORK AND COMMUNICATION (INCLUDING INTERNET AND E-MAIL)

AT&T rather than Amdocs will be responsible for the following, as further
defined in Schedule E, Attachment 1 - Network Demarcation.

2.1  DATA NETWORK

AT&T, rather than Amdocs, is responsible for the Data Network as listed below.
Both Parties agree that Amdocs will serve as key collaborator with AT&T as to
future plans for and changes in network structure and/or connectivity, as early
as reasonably possible in the planning cycle, especially if those changes will
require Amdocs resources.

     1)   Network Management.

     2)   Network Maintenance including monitoring performance and events,
          documentation, and change control.

     3)   LAN and related operation and support for Data Communication Systems
          (LAN).

     4)   First, second and third level support for the network up to the point
          of demarcation as defined in Schedule E, Attachment 1. The Help Desk
          and Client/Server, under Amdocs' responsibility, will continue to
          provide first point of contact for network problems and limited
          assistance in network problem resolution, primarily as customer
          liaison.

     5)   WAN, WAN Agreements and Budgeting, WAN external connections, their
          allocated Band Width, and current utilization.

     6)   Provide Internet access to all non AT&T personnel authorized by AT&T.

     7)   Provide Internet access to authorized AT&T Real Yellow Pages employees
          and customers.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       1

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     8)   Monitor Internet usage for conformance to AT&T practices.

     9)   Growth plans for network, communication, Internet and associated
          access needs.

     10)  Conformance with AT&T standards and procedures.

     11)  Investigation and correction of network performance and stoppage of
          service problems, pursuant to problem tickets or when the PAC
          (Performance Action Committee) is instituted and/or called upon.

     12)  Select and purchase network equipment and track network equipment
          inventory.

     13)  Assist in investigating application problems (when applicable),
          pursuant to problem tickets or when PAC is instituted and/or called
          upon.

     14)  Pre-production network load tests prior to implementation of
          application changes with Amdocs participation as required.

     15)  Inform Amdocs of any network issues that might have impact on a
          Service Level Agreement (SLA).

     16)  Assign IP addresses for systems and network devices.

     17)  Install and Support Domain Servers (and active directory servers in
          future).

     18)  Network Security and Network Security Policy.

     19)  Network components as described in Schedule E Attachment 1 (Network
          Demarcation).

     20)  Local Networks, their capacity, and current utilization.

     21)  Network Capacity Planning.

     22)  Network High Availability solution and fail-over schemes.

     23)  DMZ architecture.

     24)  Mobile access and support for RAS and VPN; AT&T will provide the
          infrastructure. First level support will be provided via the Amdocs
          Help Desk.

     25)  Determine strategic direction regarding Network Protocols (e.g.,
          TCP/IP, Decnet, Appletalk) and utilize agreed upon change management
          processes when implementing changes to the strategic direction. Amdocs
          has day-to-day tactical/management responsibility for the protocol
          stacks on all servers and desktops/laptops that are in scope from a
          support perspective. Amdocs shall follow all AT&T network-related
          standards and guidelines as they pertain to network protocols and
          protocol stacks and must notify AT&T of requested changes to protocols
          and/or protocol stacks via AT&T's change management process.

     26)  Directory Canvass/Campaign & Road Canvass Campaign, including but not
          limited to: ordering of circuits; ordering removal of circuits and
          ensuring that associated billing is stopped; establishing connectivity
          between canvass office and AT&T Real Yellow Pages network; installing
          LAN in canvass office (router; switches/hubs; wall jacks, if
          appropriate; data cables); establishing connectivity for network
          printers; and all

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       2

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          associated deinstallations (such as deinstalling LAN printer
          connections cabling and network equipment). AT&T will engage Amdocs in
          accordance with the Agreement; for example, (1) to perform
          desktop/printer setup services, (2) to provide ongoing Help Desk and
          Problem Management support, etc.


2.2  VOICE NETWORK

AT&T, rather than Amdocs, is responsible for the following:

     1)   Telephone services in accordance with the Agreement, Section 6.1(e)
          Furniture, Fixtures and Equipment.

     2)   Voice hardware and software (e.g., Automatic Call Distributor (ACD);
          software/hardware such as that provided by Aspect Communications
          Corp.; telephone call accounting software such as that provided by
          Avotus Corp. (formerly Switchview, Inc.); and voice recording
          software/hardware).

     3)   Voice communication services including connection types (e.g., leased
          lines, Centrex, etc.).

2.3  E-MAIL

AT&T, rather than Amdocs, is responsible for the following:

All E-mail services including equipment, software, development, support,
security administration and maintenance. AT&T will maintain the E-mail systems
and provide E-mail service. Amdocs will be responsible for supporting desktop,
alternative messaging devices (e.g., PDAs, Blackberries, etc.) and end-user
software that complies with AT&T standards. By way of example, Amdocs will be
responsible for Microsoft Outlook on the client machines, which includes all
client application functionality, offline address books, PSTs, OSTs, personal
storage, offline storage, and desktop anti-virus. (Amdocs and AT&T have shared
responsibility for synchronization.) If Amdocs develops links into E-mail
applications, then Amdocs will be responsible for support, maintenance, etc.
First level support to end-user E-mail problems is provided via the Amdocs Help
Desk.

3.   DISASTER RECOVERY EXCLUDED SERVICES

AT&T, rather than Amdocs, is responsible for the following:

     1)   Out of scope applications (i.e., the Excluded Applications identified
          in Section 4).

     2)   Working with Amdocs to ensure that Network and communications can be
          established with the designated DR test/site.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       3

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

4.   EXCLUDED APPLICATIONS

AT&T, rather than Amdocs, is responsible for the following:

     1)   SmartPages search engine and Web site, as detailed in the Policy and
          Procedures Manual.

     2)   Primary directory delivery applications as defined in vendor
          agreements such as those with PDC, DDA, VISA and Client Logic.

     3)   Secondary directory delivery applications used to support secondary
          distribution and the Directory Resource Center (DRC) including:

          -    Applications: Alertcom, SNET-DOC, Aas-DOC, Unis, Foreign, COPT,
               VISA, IDS-Dataflex and the Southwest DRC Order Entry System

          -    Vendor supported applications from PDC, DDA, VISA, ClientLogic,
               Alert and Edge

     4)   The legal litigation system supporting AT&T Real Yellow Pages and the
          following AT&T corporate-wide applications:

          -    Oracle financial applications (AP, GL)

          -    WIMS

          -    Legal litigation system

     5)   The following Intranet Applications:

          -    Cross Functional Change Management tracking and reporting.

          -    Corporate Intranet sites including the AT&T Real Yellow Pages
               employee portal ((http://mysbcdo.sbcdo.com) and static content
               provided to www.AT&T.com and NOT including the CLEC sites.

     6)   Applications notated as Out of Scope or not listed in Schedule B and
          Schedule B.b.

5.   EXCLUDED SERVERS

AT&T, rather than Amdocs, is responsible for certain servers, as detailed in the
Policy and Procedures Manual, which are categorized as follows:

     1)   Servers used by excluded applications, including attached standalone
          storage and backup devices, but NOT including shared storage and
          backup devices serving both in scope and out of scope servers; i.e.,
          storage or backup devices in a shared frame with the server, such as
          in a SAN architecture.

     2)   Network and security/firewall servers

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       4

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

6.   FACILITIES MANAGEMENT

This section discusses roles and responsibilities related to AT&T Facilities
that could be used and/or occupied by Amdocs. This Section 6 breaks these
discussions into three classifications as stated herewith.

6.1  AT&T REAL YELLOW PAGES ADMINISTRATIVE FACILITIES (NON-DATA CENTER
     FACILITIES)

AT&T will be responsible for providing facility management services (management,
maintenance and operation of a facility) in AT&T Real Yellow Pages
Administrative Facilities (non-Data Center Facilities), in accordance with this
Agreement and Schedule O.1 (AT&T Facilities), in the same manner that these
services were provided prior to the Commencement Date. Facility management
services may include:

     -    Contracts with service providers (electricity, generator, UPS,
          gas/fuel, air-conditioning, water, fire/smoke systems, telephones and
          switches, communication lines, cleaning services, rubbish removal,
          security systems, alarming system, etc.)

     -    Office copiers and facsimile (FAX) machines

     -    Premises insurance

     -    Air conditioning

          -    Power supply

          -    Power supplier

          -    Power capacity

          -    Optional future capacity expansion

          -    Emergency lighting

          -    Electricity maintenance procedures

          -    Electrical failure operations and procedures

     -    Generator

          -    Generator capacity

          -    Generator fuel tank capacity

          -    Generator fuel tank location

          -    Generator testing procedures

          -    List of connected equipment / systems

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       5

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          -    Fuel and contracts with fuel suppliers

          -    Building UPS capacity

          -    Battery operating time

          -    Location of UPS

          -    List of connected equipment

          -    Battery maintenance procedures

          -    Battery age

          -    Frequency of battery replacement

          -    Note: if Amdocs procures or obtains a piece of equipment that
               contains its own UPS, AT&T would not be responsible for that UPS

     -    Fire and smoke detection

     -    Security

          -    Physical security - fences, guards

          -    Security lights, video cameras, patrols

          -    Access to the floors - reception, cards, keys.

          -    Front desk details (operation hours, shifts, staff structure)

          -    Security access to computer rooms

          -    Existence of blast doors at computer room entrance

          -    Existence and specification of direct access to emergency
               services

          -    Other security systems/procedures

          -    Existence and specification of alarm system

          -    Existence and specification of internal cameras

     -    Municipal taxes

     -    Management fees

     -    Facility maintenance

     -    Office depreciation

In the event Amdocs becomes aware of problems/issues related to facility
management services during scheduled hours of availability for the help desk
and/or computer operations, Amdocs will promptly escalate the problems/issues to
AT&T and to appropriate authorities, if applicable (e.g., police and fire
departments). In the course of providing this assistance

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       6

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

and subject to the other provisions of the Agreement, Amdocs will not be held
accountable or liable for any damages arising from the performance or
non-performance of any of the AT&T facility management services. AT&T and Amdocs
will agree upon a procedure and `tool'/mechanism for tracking and documenting
status/progress throughout the life of a problem.

6.2  AT&T REAL YELLOW PAGES MANAGED DATA CENTERS:

AT&T will be solely responsible for providing facility management services
(management, maintenance, and operation of a facility) in AT&T Real Yellow Pages
Managed Data Centers in accordance with this Agreement and Schedule O.1 (AT&T
Facilities), in the same manner that these services were provided prior to the
Commencement Date. Detail regarding demarcation of responsibility for any
facility management services with shared responsibilities will be specified in
the Policies and Procedures Manual under Facility Management.

AT&T and Amdocs will continue to cooperatively manage these facility management
services in the same manner as prior to Commencement Date unless and until
otherwise agreed to and documented in the Policy and Procedures Manual. Facility
management services may include:

     -    Contracts with service providers (electricity, generator, UPS,
          gas/fuel, air-conditioning, water, fire/smoke systems, telephones and
          switches, communication lines, cleaning services, rubbish removal,
          security systems, alarming system, etc.)

     -    Office copiers and facsimile (FAX) machines

     -    Premises insurance

     -    Air conditioning

          -    Power supply

          -    Power supplier

          -    Power capacity

          -    Optional future capacity expansion

          -    Emergency lighting

          -    Electricity maintenance procedures

          -    Electrical failure operations and procedures

     -    Generator

          -    Generator capacity

          -    Generator fuel tank capacity

          -    Generator fuel tank location

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       7

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          -    Generator testing procedures

          -    List of connected equipment / systems

          -    Fuel and contracts with fuel suppliers

          -    Building UPS capacity

          -    Battery operating time

          -    Location of UPS

          -    List of connected equipment

          -    Battery maintenance procedures

          -    Battery age

          -    Frequency of battery replacement

          -    Note: if Amdocs procures or obtains a piece of equipment that
               contains its own UPS, AT&T would not be responsible for that UPS

     -    Fire and smoke detection

     -    Security

          -    Physical security - fences, guards

          -    Security lights, video cameras, patrols

          -    Access to the floors - reception, cards, keys.

          -    Front desk details (operation hours, shifts, staff structure)

          -    Security access to computer rooms

          -    Existence of blast doors at computer room entrance

          -    Existence and specification of direct access to emergency
               services

          -    Other security systems/procedures

          -    Existence and specification of alarm system

          -    Existence and specification of internal cameras

          -    Municipal taxes

          -    Management fees

          -    Facility maintenance

          -    Office depreciation

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       8

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

In the event Amdocs becomes aware of problems/issues related to facility
management services during scheduled hours of availability for the help desk
and/or computer operations, Amdocs will promptly escalate the problems/issues to
AT&T and to appropriate authorities, if applicable (e.g., police and fire
departments). In the course of providing this assistance and subject to the
other provisions of the Agreement, Amdocs will not be held accountable or liable
for any damages arising from the performance or non-performance of any of the
AT&T facility management services. AT&T and Amdocs will agree upon a procedure
and `tool'/mechanism for tracking and documenting status/progress throughout the
life of a problem.

6.3  AT&T IT MANAGED DATA CENTERS:

AT&T will be responsible for providing facility management services (management,
maintenance, and operation of a facility) in AT&T IT Managed Data Centers used
by Amdocs, in accordance with this Agreement and Schedule O.1 (AT&T Facilities),
in the same manner that these facility management services were provided prior
to the Commencement Date. Facility Management services may include:

     -    Contracts with service providers (electricity, generator, UPS,
          gas/fuel, air-conditioning, water, fire/smoke systems, telephones and
          switches, communication lines, cleaning services, rubbish removal,
          security systems, alarming system, etc.)

     -    Office copiers and facsimile (FAX) machines

     -    Premises insurance

     -    Air conditioning

          -    Power supply

          -    Power supplier

          -    Power capacity

          -    Optional future capacity expansion

          -    Emergency lighting

          -    Electricity maintenance procedures

          -    Electrical failure operations and procedures

     -    Generator

     -    Generator capacity

     -    Generator fuel tank capacity

     -    Generator fuel tank location

     -    Generator testing procedures

     -    List of connected equipment / systems

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       9

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          -    Fuel and contracts with fuel suppliers

          -    Building UPS capacity

          -    Battery operating time

          -    Location of UPS

          -    List of connected equipment

          -    Battery maintenance procedures

          -    Battery age

          -    Frequency of battery replacement

          -    Note: if Amdocs procures or obtains a piece of equipment that
               contains its own UPS, AT&T would not be responsible for that UPS

     -    Fire and smoke detection

     -    Security

          -    Physical security - fences, guards

          -    Security lights, video cameras, patrols

          -    Access to the floors - reception, cards, keys.

          -    Front desk details (operation hours, shifts, staff structure)

          -    Security access to computer rooms

          -    Existence of blast doors at computer room entrance

          -    Existence and specification of direct access to emergency
               services

          -    Other security systems/procedures

          -    Existence and specification of alarm system

          -    Existence and specification of internal cameras

     -    Municipal taxes

     -    Management fees

     -    Facility maintenance

     -    Office depreciation

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       10

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

7.   IT SERVICES SUPPORTING THE AT&T REAL YELLOW PAGES DIRECTORY OPERATIONS IN
     ILLINOIS & NORTHWEST INDIANA, WHERE THE R.H. DONNELLEY IS THE SALES AGENCY
     FOR THE SALES OF ADVERTISING

The Excluded Services related to directories that are published in Illinois and
Northwest Indiana, where the advertising for such directories is sold by the
R.H. Donnelley, are those infrastructures and applications IT support for R.H.
Donnelley operations (e.g. batch and online support) and production IT related
support (e.g. publishing and directory production end users) where such support
is currently provided to AT&T Real Yellow Pages under a separate agreement
between the directory business and R.H. Donnelley, Inc.

Under the Agreement, Amdocs takes over the IT support that the AT&T Real Yellow
Pages organization provided as of the Commencement Date to support R.H.
Donnelley. The services which Amdocs will be assuming include help desk support,
end user support, procurement, AD/M for the sales applications, and interfaces
to and from R.H. Donnelley, Inc. Additionally, Amdocs is responsible for support
to AT&T as it relates to the Illinois billing data residing in the ARBOS System
and data warehouse and successor Systems.

8.   AT&T BUSINESS ANALYST

AT&T, rather than Amdocs, is responsible for the following roles and
responsibilities for the Business Analysts unless otherwise stated and
categorized below, as well as the SQL Developer tool to be installed and used by
the Business Analysts.

     1)   Provide a high level estimate to the business for requested changes to
          be used in preparation of business cases

     2)   Manage the requirements definition process

          -    Work with the business and Amdocs to produce final requirements
               for requested changes and trouble fixes

          -    Assist the business in understanding the requested changes

          -    Analyze business impacts of requested changes and minimize the
               impact such requested change could have on other areas of AT&T's
               business

     3)   Conduct User Acceptance Testing

          -    Develop test cases for all changes

          -    Set up data within the test bed to use within the test cases

          -    Perform all UAT test cases for assigned application

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       11

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          -    Track defects found during UAT

          -    Work with Amdocs to resolve UAT defects

     4)   Conduct Sanity Testing

          -    Develop test cases for all production implementations
               (application releases, security patched, etc.) for assigned
               application

          -    Perform the sanity test cases in production at appropriate time
               in change management schedule/timeline

     5)   Conduct Regression Testing at Senior Management Direction

          -    The AT&T Business Analysts will perform regression testing on a
               schedule determined on the magnitude of the change occurring.
               This does not supersede or limit Amdocs' responsibility for
               regression testing.

     6)   Provide release notes to the training department

     7)   Participate in trouble ticket resolutions. This does not supersede
          Amdocs' responsibility for trouble ticket resolution.

          -    Provide support to the business when needed to resolve trouble
               tickets

          -    Work with Amdocs to develop viable work-around for end users

          -    Work with Amdocs to develop solutions to correct corrupted data

          -    Develop and run non-intrusive, simple SQLs as needed in trouble
               shooting

     8)   Recommend the content of releases (troubles, enhancements, work
          request) for each release

9.   AT&T TABLES MAINTENANCE

The AT&T Tables team is responsible for the management of the majority of the
general reference tables including heading, UDAC, employee, directory issue,
etc. Table management consists of the on-going maintenance of existing (and new)
reference tables through the use of a reference table management system (RTMS)
to add, modify, and delete rows in the table based on business and system needs.

The Tables team is also responsible for the scheduling of specific jobs such as
PCP, MRC, re-scopes, directory merge, etc. Certain queries are written and
executed by this team on a regular basis and a limited amount of ad hoc queries
are written as requested by the business for analysis and reporting purposes.
SQL Developer tool shall be installed by AT&T and used by the Tables team.

Examples of requests the AT&T Tables team would handle include:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       12

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     -    Adding a new UDAC to the UDAC table

     -    Adding a new heading

     -    De-authorizing a heading

     -    Setting up the next issue of a directory before PCP can be run

     -    Changing certain directory dates

     -    Changing an employee's security profile

     -    Scheduling PCP or mass rate change job

     -    Making table changes and running jobs needed to perform a re-scope

Tasks considered out-of-scope for this team are as follows:

     -    "Core" tables such as listing, item, obligations, etc.

     -    Handling PCP, Mass Change, and re-scope fallout. (This is handled by a
          cleanup group in production - not Amdocs.)

     -    Keying rates directly to the rate table. (This is handled by the
          Pricing group - not Amdocs.)

This section does not list the specific business reference tables that the
Tables team would maintain. A complete list of all Amdocs business reference
tables will be included in the Policy and Procedures Manual with clear
identification of which are coding tables and which are reference tables.

10.  BAPCO AND IMV NETWORKED PRINTER SUPPORT

AT&T, rather than Amdocs, is responsible for the following roles and
responsibilities for BAPCO and Intelligent Media Ventures, LLC (IMV) networked
printer support.

     1.   Procurement and installation of networked printers (black and white,
          color, laser jet,/dot matrix, single/multi function devices, etc.)

     2.   Maintenance and repair of networked printers

     3.   Incidental moves, adds, and changes of networked printers

     4.   Allocating IP address for connectivity of networked printers

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       13

<PAGE>

                                                                      Schedule I
                                                               Excluded Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     5.   Wiring of networked printers

Amdocs will retain responsibility for printer queue set-up, windows printing,
and print server management
functions.

11.  IMV END USER SUPPORT

AT&T, rather than Amdocs, is responsible for the end-user support Services Tower
for Intelligent Media Ventures, LLC (IMV).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                       14
<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

                                   SCHEDULE J

                                     CHARGES

1.   INTRODUCTION.

     (a)  This SCHEDULE J sets forth the Charges and methodology relating to
          calculating the Charges pursuant to the Agreement. Unless expressly
          stated otherwise, all amounts are in US Dollars and shall be invoiced
          and paid in US Dollars.

     (b)  The Charges are determined by the (i) [**] set forth in SECTION 2,
          (ii) the [**] as set forth in SECTION 3, and (iii) the [**] in this
          SCHEDULE J.

     (c)  Amdocs shall [**] any other terms of the Agreement, except as
          expressly provided otherwise in SECTION 9.5 of the Agreement. AT&T
          shall be financially responsible for all costs and expenses associated
          with the performance of its responsibilities under the Agreement.

     (d)  If [**] following commencement of each Transition Period for Help Desk
          Services, Data Center Services and End User Services for the BAPCO
          Entities, Amdocs [**]. If it is agreed between the Parties that [**],
          subject to SECTION 9.5 (C) of the Agreement.

2.   [**].

2.1  [**].

     The [**] are set forth in ATTACHMENT J.1 for the Services and each Tower.
     [**] in the applicable period.

2.2  [**].

     The items identified in ATTACHMENT J.2 relating to the BAPCO Entities shall
     be [**] in accordance with this Agreement and ATTACHMENT J.2; provided,
     however, the Parties recognize that any changes to such items agreed in
     writing by the Parties shortly before the FARA Effective Date may not be
     recognized in ATTACHMENT J.2 and such changes shall be incorporated into
     ATTACHMENT J.2 after the FARA Effective Date through a mutually agreed
     amendment. Amdocs shall [**].

3.   [**].

3.1  GENERAL.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

     (a)  An "[**]" is a [**] defined in ATTACHMENT J.3 that is associated with
          the Software or Services requested and received by AT&T and the
          Eligible Recipients and [**]in accordance with this Section. During
          the Transition Period, the Parties will [**] accordingly to reflect
          such agreement.

     (b)  For each [**], there shall be a [**] as set forth in ATTACHMENT J.3
          and described in this Schedule.

     (c)  [**].

     (d)  [**] set forth in ATTACHMENT J.3. For each [**] of:

          (i)  The [**], and

          (ii) The [**].

          The foregoing is illustrated in the following formula:

               [**]

     (e)  [**] set forth in ATTACHMENT J.3. For each [**] of:

          (i)  The [**], and

          (ii) The [**].

          The foregoing is illustrated in the following formula:

               [**]

     (f)  [**] Unless [**]; provided, however, that if [**].

3.2  [**].

     Unless expressly set forth otherwise in ATTACHMENT J.3, the [**] as of the
     FARA Effective Date [**]. Amdocs shall [**]. Such information shall [**].
     To the extent [**] ATTACHMENT J.3 as the [**]. Thereafter, [**]. The Policy
     and Procedures Manual will further detail such process.

3.3  [**].

     If the [**] (i.e., [**]) for [**], AT&T [**] SECTION 11.5 [**]
     of the Agreement. In the event any [**], Amdocs [**] with SECTION
     11.5 [**] of the Agreement. Amdocs shall [**].

4.   [**].

     Amdocs will perform Enhancements, other than Minor Enhancements and
     Enhancements provided as part of Modernization Services [**] in the Policy
     and Procedures Manual and this Section 4. Such [**], are referred to herein
     as "[**]." The

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

     [**] shall be as follows:

     (a)  [**] set forth in ATTACHMENT J.1. For the avoidance of doubt, [**] in
          the table below.

<TABLE>
<CAPTION>
       [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
       ----   ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

*    Unless otherwise agreed, [**]

**   [**].

     (b)  In any calendar year in which [**] in the table below.

<TABLE>
<CAPTION>
       [**]   [**]   [**]   [**]
       ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
</TABLE>

     For example, if [**] as follows:

<TABLE>
<CAPTION>
       [**]   [**]       [**]
       ----   ----   -----------
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]                        [**]
</TABLE>

     (c)  [**] SECTIONS 11 and 12 of the Agreement.

     (d)  If the Parties [**] by Amdocs.

     (e)  Any [**].

     (f)  The Parties acknowledge that, subject to the terms and conditions of
          this Agreement, [**].

     (g)  At any time on or after [**].

     (h)  The Parties will [**] to the extent applicable.

     (i)  Upon [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3
<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

5.   OTHER [**]

5.1  [**].

     AT&T may [**] by the Parties.

     If the then current corporate master agreement between AT&T and Amdocs (or
their parent Affiliates) provides for [**].

5.2  AT&T FACILITY [**].

     (a)  Subject to SECTION 6 of the Agreement and this SECTION 5.2, AT&T shall
          provide Amdocs with [**] under this Agreement.

     (b)  If [**].

     (c)  If [**], subject to the following:

          (i)  To the extent [**].

          (ii) In [**] under this Agreement.

     (d)  If Amdocs [**].

     (e)  In [**].

     (f)  If AT&T [**] of the Agreement.

5.3  [**] THIRD PARTIES.

     (a)  The Parties' [**] is provided in SECTION 6.11 of the Agreement and
          SCHEDULE E.1. Unless expressly provided otherwise, Amdocs shall [**].
          In the case of Managed Third Parties [**].

     (b)  Amdocs shall [**] in accordance with Section 11.2 of the Agreement and
          such [**] of the Agreement.

5.4  ACQUIRED ASSETS.

     Amdocs' acquisition of certain AT&T assets in connection with this FARA, as
     further detailed in that certain bill of sale executed by the Parties and
     dated as of the purchase date, shall result in a payment by Amdocs as
     described in such bill of sale. SUCH ASSETS SHALL BE IN GOOD WORKING ORDER
     AS OF THE DATE OF CONVEYANCE AND EXCEPT AS OTHERWISE SET FORTH HEREIN, AT&T
     HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH
     ASSETS, INCLUDING WITHOUT LIMITATION

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

     WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
     PURPOSE.

6.   [**]

     This Section describes the [**] under the Agreement.

6.1  TYPES OF CHARGES.

     Subject to the other provisions of this SECTION 6, the [**].

     (a)  [**]. The [**] is set forth below.

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]
- ----   ----   ----   ----
<S>    <C>    <C>    <C>
[**]   [**]   [**]   [**]
</TABLE>

     (b)  [**]. The [**] is set forth below. The [**].


<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

     (c)  [**]. The [**] is set forth below. The [**], subject to SECTION 6.3
          below.

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

     (d)  [**]. [**] shall consist of [**] as described below.

          (i)  The [**] set forth below.

               (1)  The [**]

               (2)  The [**]

               (3)  The [**] as set forth below

<TABLE>
<CAPTION>
                     [**]
- ----------------------------------------------
[**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

               Notwithstanding the foregoing, [**].

          (ii) The [**] shall consist of:

               (1)  With respect [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

               (2)  With respect [**].

          (iii) Amdocs shall [**].

          (iv) Notwithstanding the foregoing, the [**] pursuant to SECTION 4.4
               of the Agreement..

          (v)  Amdocs shall invoice AT&T for [**] under this Section as they are
               incurred by Amdocs or otherwise come due hereunder and such
               invoice shall be due and payable [**] after receipt of such
               invoice in accordance with and subject to the Agreement.

          (vi) Notwithstanding the foregoing, [**] set forth below:


<TABLE>
<CAPTION>
                            [**]
       ----------------------------------------------
       [**]   [**]   [**]   [**]   [**]   [**]   [**]
       ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>


<TABLE>
<CAPTION>
                            [**]
       ----------------------------------------------
       [**]   [**]   [**]   [**]   [**]   [**]   [**]
       ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

6.2  CALCULATION [**].

     (a)  Except as otherwise provided above, the [**] pursuant to this SECTION
          6 shall [**] under SECTION 4.4(B)(7) of the Agreement[**].

     (b)  The [**] shall be:

          (i)  the [**]

          (ii) the [**] of such calculation.

          At the end of the Initial Term, [**] in accordance with SECTION 3.2 of
          the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 6
<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

6.3  APPLICABILITY [**].

     (a)  Amdocs shall [**] of the Agreement.

     (b)  If the [**].

     (c)  If the [**].

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]
- ----   ----   ----   ----
<S>    <C>    <C>    <C>
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
</TABLE>

*    [**].

*    [**].

*    [**].

6.4  [**].

     (a)  [**]. The [**] under the Agreement.

     (b)  [**]. Notwithstanding anything to the contrary and [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 7

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

                                 ATTACHMENT J.1
                                   [**]($000)

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
</TABLE>

*    [**].

**   [**] of the Agreement.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 8

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

                                 ATTACHMENT J.2
                           SURVIVING BAPCO SOW CHARGES

                          As described in SCHEDULE L.B

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 9

<PAGE>

                                                                      Schedule J
                                                           Contract No. 02026409
                                                    Amendment No. 02026409-A.010

                                 ATTACHMENT J.3
                                     [**]

                                     [FORM]

<TABLE>
<CAPTION>
[**]   [**]   [**]   [**]   [**]   [**]   [**]
- ----   ----   ----   ----   ----   ----   ----
<S>    <C>    <C>    <C>    <C>    <C>    <C>
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 10
<PAGE>

                                 BAPCO ENTITIES
                               PROJECT DEFINITIONS

                                                                    Schedule L.b
                                              BAPCO Entities Project Definitions
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

For purposes of this Schedule, the following terms are defined as follows:

<TABLE>
<S>    <C>
[**]
[**]
[**]

[**]
[**]
[**]
[**]
[**]
[**]
       [**]
[**]
       [**]
[**]
       [**]
[**]
[**]
[**]
       [**]
[**]
[**]
[**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                   those companies except by written agreement


                                        1

<PAGE>

                             BAPCO ENTITIES PROJECTS

                                                                    Schedule L.b
                                                         BAPCO Entities Projects
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
                                       ESTIMATED   ESTIMATED
                   BCR                COMPLETION    MONTHLY    ESTIMATED
BCR #   TYPE   DESCRIPTION   STATUS      DATE        FTES         COST
- -----   ----   -----------   ------   ----------   ---------   ---------
<S>     <C>    <C>           <C>      <C>          <C>         <C>
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]
 [**]   [**]   [**]           [**]       [**]         [**]        [**]
 [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

 This information is for use by authorized employees of AT&T, Amdocs, and their
  Affiliated Companies, only, and is not for distribution inside or outside of
                   those companies except by written agreement


                                        2

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                               AFFECTED EMPLOYEES

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        2

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        3

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
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[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        4

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
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[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        5

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
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[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        6
<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
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[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        7

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
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[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        8

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
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[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        9

<PAGE>

                                                                      Schedule M
                                                              Affected Employees
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010
<TABLE>
<CAPTION>
SSN    LAST NAME   FIRST NAME
- ----   ---------   ----------
<S>    <C>         <C>
[**]   [**]        [**]
[**]   [**]        [**]
[**]   [**]        [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                       10
<PAGE>

                                                                    Schedule M.1
                                                            Amdocs Benefit Plans
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                              AMDOCS BENEFIT PLANS

In accordance with Article 8, Project Personnel, Section 8.2 "Original Employee
Benefit Plans" of the Agreement, Amdocs has provided copies of Amdocs Benefit
Plans to AT&T Human Resources. [**]:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
  within those companies or for distribution outside those companies except by
                               written agreement.


                                        1

<PAGE>

                                                                    Schedule M.b
                                                                      [**]
                                                           Contract No: 02026409
                                                    Amendment No: 02026409.A.010

                                  SCHEDULE M.B

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                                    Schedule M.b
                                                                      [**]
                                                           Contract No: 02026409
                                                    Amendment No: 02026409.A.010

1.   GENERAL TERMS OF THE [**]

1.1  TRANSITIONED PERSONNEL.

     (a)  OFFERS AND EMPLOYMENT.

          (i)   [**]. As part of the [**], Amdocs shall [**] specified in
                SECTION 2 to this SCHEDULE M.B, such [**].

          (ii)  [**]. Each [**]:

                (1)  [**]

                (2)  [**]

          (iii) [**] AMDOCS.

                [**]. Amdocs shall [**].

          (iv)  [**]. With respect to any AT&T employee identified on SCHEDULE
                M.B who [**].

     (b)  [**]. During the [**].

     (c)  [**]. During the [**].

     (d)  [**]. Amdocs shall [**].

     (e)  [**]. This Agreement is not intended to [**].

     (f)  SUBCONTRACTORS. To the extent [**] accordance with this SCHEDULE M.B.

     (g)  CONTRACT LABOR. Except as otherwise set forth in this Agreement, with
          respect to any contract labor [**].

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                                    Schedule M.b
                                                                      [**]
                                                           Contract No: 02026409
                                                    Amendment No: 02026409.A.010

1.2  [**].

     (a)  GENERAL. Except as otherwise provided in this ARTICLE 1, Amdocs shall
          [**].

     (b)  [**]. Except as otherwise provided in this ARTICLE 1, the [**].

     (c)  [**]. Each [**].

     (d)  [**]. Amdocs will [**].

     (e)  [**]. Each [**] in accordance with SECTION 1.2(B).

     (f)  [**]. [**].

     (g)  [**]. [**].

     (h)  [**]. [**].

     (i)  [**]. Subject to the provisions of SECTION 1.1(A) and without limiting
          the provisions of SECTION 1.1(D), [**].

     (j)  [**]. Amdocs shall [**].

     (k)  [**]. [**].

     (l)  [**]. [**].

2.   AFFECTED AT&T PERSONNEL

                           [TO BE IDENTIFIED BY AT&T]

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

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

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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                                    Schedule M.b
                                                                      [**]
                                                           Contract No: 02026409
                                                    Amendment No: 02026409.A.010

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

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

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

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

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

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

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

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

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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                                    Schedule M.b
                                                                      [**]
                                                           Contract No: 02026409
                                                    Amendment No: 02026409.A.010

                                  ATTACHMENT 1
                                       TO
                                  SCHEDULE M.B

In accordance with this SCHEDULE M.B, Amdocs has provided copies of Amdocs
Benefit Plans to AT&T Human Resources. The following is a list of such Benefit
Plans:

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4
<PAGE>

                                                                      Schedule N
                                                       Direct Amdocs Competitors
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE N
                            DIRECT AMDOCS COMPETITORS

- -    [**]

- -    [**]

- -    Accenture

- -    [**]

- -    ADC Telecommunications Inc. (including Saville Systems)

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    Cap Gemini Ernst & Young (CGEY)

- -    CGI Group, Inc.

- -    [**]

- -    [**]

- -    [**]

- -    Convergys (including Geneva)

- -    CSG Kenan

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    Electronic Data Systems (EDS)

- -    [**]

- -    [**]

- -    [**]

- -    Hewlett Packard (including Compaq)

- -    IBM

- -    Intec Telecom Systems

- -    [**]

- -    [**]

- -    [**]

- -    [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                      Schedule N
                                                       Direct Amdocs Competitors
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    Oracle

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    Portal Software

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    Tata Consultancy Services Limited

- -    [**]

- -    [**]

- -    TelesensKSCL

- -    [**]

- -    [**]

- -    [**]

- -    [**]

- -    [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                                    Schedule O.2
                                                               Amdocs Facilities
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
             STREET ADDRESS                 CITY   STATE   COUNTRY   ZIP CODE   [**]  [**]
             --------------                 ----   -----   -------   --------   ----  ----
<S>                                         <C>    <C>     <C>       <C>        <C>   <C>
[**]                                        [**]    [**]     [**]      [**]     [**]  [**]
[**]                                        [**]    [**]     [**]      [**]     [**]  [**]
[**]                                        [**]    [**]     [**]      [**]     [**]  [**]
[**]                                        [**]    [**]     [**]      [**]     [**]  [**]
[**]                                        [**]    [**]     [**]      [**]     [**]  [**]
[**]                                        [**]    [**]     [**]      [**]     [**]  [**]
</TABLE>

                       RESTRICTED-PROPRIETARY INFORMATION

  This information is for use by authorized employees of AT&T, Amdocs and their
   Affiliated Companies only, and is not for distribution inside or outside of
                  those companies except by written agreement.


                                        1

<PAGE>

                                                                    Schedule O.3
                                                         AT&T Provided Equipment
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                             AT&T PROVIDED EQUIPMENT

- -    Office copiers in AT&T Facilities - for the Term of the Agreement

- -    Facsimile (FAX) machines in AT&T Facilities - for the Term of the Agreement

- -    Leased Equipment, as set forth in Schedule F.2 (Equipment Leases) - but
     only until expiration of the lease term in-process on the Commencement
     Date. Notwithstanding anything to the contrary in Section 6.5(a) of the
     Agreement, financial responsibility for leased Equipment shall be as set
     forth in Schedule E.1 (Asset Allocation Matrix).

- -    Telephones in AT&T Facilities - for the Term of the Agreement

- -    Networked office printers located in work areas in AT&T Facilities that are
     shared by Amdocs and AT&T - for the Term of the Agreement, provided the
     work area remains shared. Notwithstanding anything to the contrary in
     Section 6.5(a) of the Agreement, financial responsibility for networked
     office printers and associated supplies shall be as set forth in Schedule
     E.1 (Asset Allocation Matrix).

- -    BAPCO Entities' loaned desktop and tablet personal computers are listed in
     the table below ("BAPCO Loaned Equipment"). The BAPCO Loaned Equipment has
     been provided to Amdocs for use during the BAPCO Entities Modernization
     Period as defined in Schedule A, Attachment A. Within thirty (30) days of
     completion of the BAPCO Entities Modernization Period as defined in
     Schedule A, Attachment A, Amdocs will return the BAPCO Loaned Equipment to
     AT&T at Amdocs' expense. In the event that Amdocs ceases to use any of the
     BAPCO Loaned Equipment to provide Services to AT&T under this Agreement,
     Amdocs shall promptly return the BAPCO Loaned Equipment to AT&T at Amdocs'
     expense. In addition, in the event that any of the BAPCO Loaned Equipment
     stops functioning, Amdocs shall promptly return the non-functioning BAPCO
     Loaned Equipment to AT&T and Amdocs shall replace the non-functioning BAPCO
     Loaned Equipment with Amdocs-provided Equipment for Amdocs use, in each
     case at Amdocs' expense.

NOTE: "AT&T Provided Equipment" has the meaning ascribed to it in Section 6.5(a)
     of the Agreement (AT&T Provided Equipment).

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                    Schedule O.3
                                                         AT&T Provided Equipment
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<CAPTION>
DESKTOP/LAPTOP   MANUFACTURER   MODEL   SERIAL NUMBER   TAG NUMBER
- --------------   ------------   -----   -------------   ----------
<S>              <C>            <C>     <C>             <C>
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
[**]                 [**]        [**]        [**]          [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                                      Schedule P
                                                         Direct AT&T Competitors
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE P
                             DIRECT AT&T COMPETITORS

                                   PUBLISHERS

 PRINT PUBLISHERS

(INCLUDES PUBLISHERS WHO COMPETE IN ANY OR PART OF THE CURRENT AT&T FOOTPRINT
WHO MAY OR MAY NOT BE MEMBERS OF THE YELLOW PAGES ASSOCIATION).

[**]

CMR

CMR MEMBERS

(CMR - CERTIFIED MARKETING REPRESENTATIVES MEMBERS = CMR COULD BE COMPETITORS TO
AT&T REAL YELLOW PAGES VIA THE SALES CHANNEL AND/OR PUBLISHING CHANNEL. A CMR
MAY HAVE INTEREST IN DIRECTORY SALES SYSTEMS)

[**]

INTERNET COMPETITORS

(INCLUDES INTERNET YELLOW PAGES PROVIDERS AND LOCAL SEARCH PROVIDERS).

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1
<PAGE>

                                                                      Schedule Q
                                                                            [**]
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                SCHEDULE Q: [**]

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

     A total of 4 pages have been omitted.



                                        1

<PAGE>

                                                                      Schedule R
                                                                         Reports
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE R

                                     REPORTS

REPORT LIST

     -    [**]

          -    Includes at the minimum:

               -    [**]

     -    [**], includes, but is not limited to

          -    [**]

               -    [**]

     -    [**] and supporting documentation

     -    [**] and supporting documentation remaining consistent with the
          current reporting format/content being provided [**]

     -    [**]

          -    [**]

     -    [**]

          -    To include the following at a minimum:

     [**]

          -    Include [**]

REPORT CONTENT SATISFIED VIA [**]

     -    [**]

Q/A & [**]

Q/A & [**]

     -    [**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                      Schedule S
                                                                  AT&T Standards
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                           SCHEDULE S - AT&T STANDARDS

It is mutually agreed between AT&T and Amdocs that this schedule incorporates by
reference and Amdocs shall comply with the then current TSS - Technology
Strategies and Standards (at url: http://tss.sbc.com as of the FARA Effective
Date ). To the extent there are any additions or modifications to such
Technology Strategies and Standards after the FARA Effective Date that
materially increase Amdocs' aggregate costs in performing the Services or
Amdocs' responsibilities hereunder, the Parties will address such impact, if
any, through SECTION 9.5.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                      Schedule T
                                                         Supplier Diversity Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                             SUPPLIER DIVERSITY PLAN

Attached hereto and incorporated herein as Exhibit A is a template for Amdocs's
proposed Participation Plan, outlining MBE/WBE/DVBE goals and specific and
detailed plans to achieve those goals. Amdocs will submit an updated
Participation Plan annually by [**]. Amdocs will submit MBE/WBE/DVBE Results
Reports [**], 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.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Schedule T
                                                         Supplier Diversity Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                         MBE/WBE/DVBE PARTICIPATION PLAN

                 PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN

                                 YEAR REPORTING:

     PRIME SUPPLIER NAME:
                          ------------------------------------------------------
     ADDRESS:
                          ------------------------------------------------------

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

     COMPANY E-MAIL:
                          ------------------------------------------------------
     TELEPHONE NUMBER:
                          ------------------------------------------------------

     DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:

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

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

1.   GOALS

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

     MINORITY BUSINESS ENTERPRISES (MBES)                                   [**]
     WOMAN BUSINESS ENTERPRISES (WBES)                                      [**]
     DISABLED VETERAN BUSINESS ENTERPRISES (DVBES)                          [**]

     B. WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:

     AMERITECH
                                    --------------------------------------------
     NEVADA BELL
                                    --------------------------------------------
     PACIFIC BELL
                                    --------------------------------------------
     SOUTHERN NEW ENGLAND TELEPHONE
                                    --------------------------------------------
     SOUTHWESTERN BELL
                                    --------------------------------------------
     AMERITECH DATA SERVICES (ADS)
                                    --------------------------------------------
     AT&T  ADVANCED SOLUTIONS (ASI)
                                    --------------------------------------------
     AT&T  LONG DISTANCE
                                    --------------------------------------------
     AT&T  TELECOM (NATIONAL/LOCAL)
                                    --------------------------------------------

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Schedule T
                                                         Supplier Diversity Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     AT&T MOBILITY
                                    --------------------------------------------
     OTHER AT&T AFFILIATE
     TOTAL ACROSS AFFILIATES
                                    --------------------------------------------

     NOTE: INDICATE DOLLAR AWARD(S) AS IT APPLIES TO THIS CONTRACT (I.E.,
     PACIFIC BELL, SWBT, AND/OR AFFILIATE).

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

     MINORITY BUSINESS ENTERPRISES (MBES)
                                                   -----------------------------
     WOMAN BUSINESS ENTERPRISES (WBES)
                                                   -----------------------------
     DISABLED VETERAN BUSINESS ENTERPRISES (DVBES)
                                                   -----------------------------

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

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

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

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

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

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

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

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

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

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

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

- ------------   --------------   --------------------    -------   -------------
</TABLE>

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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Schedule T
                                                         Supplier Diversity Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

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

     ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,
     SUBMIT SUMMARY REPORTS, AND
     COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER TO
     DETERMINE THE EXTENT OF COMPLIANCE BY THE AMDOCS WITH THE PARTICIPATION
     PLAN.

     NAME:
                           -----------------------------------------------------
     TITLE:
                           -----------------------------------------------------
     TELEPHONE NUMBER:
                           -----------------------------------------------------
     AUTHORIZED SIGNATURE:
                           -----------------------------------------------------
     DATE:
                           -----------------------------------------------------

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.
<PAGE>

                                                                      Schedule T
                                                         Supplier Diversity Plan
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                       MWBE-DVBE QUARTERLY RESULTS REPORT

<TABLE>
<S>                                                 <C>
                                 M/WBE-DVBE QUARTERLY RESULTS REPORT

FOR THE FOLLOWING AT&T AFFILIATE:

     NOTE: Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly traceable to sales
           DURING THE REPORT QUARTER.

     Results must be reported individually for each AT&T subsidiary.

     THIS SUMMARY REPORT SHOULD BE E-MAILED  TO:             SBCSD@ATT.COM

     Authorized signed copy should be mailed to:    PRIME SUPPLIER PROGRAM MANAGER
                                                    2600 CAMINO RAMON, ROOM 1E050
                                                    SAN RAMON, CA 94583   FAX # (925)867-4414

     NOTE: Questions and/or requests for assistance may be referred to the Prime Supplier Program
           Manager at sbcsd@att.com.

     1. REPORTING COMPANY:                          2. CONTRACT/     3. REPORT QUARTER:
                                                       WORK ORDER    This report reflects the
                                                       NUMBER:       utilization of Minority Business
                                                                     Enterprise/ Woman Business
                                                                     Enterprise/Disabled Veterans
                                                                     Enterprise participation for
Company Name:                                                        period
                     ----------------------------                           -------------------------
Address:
                     ----------------------------                    --------------------------------
City, State, Zip:                                                                             through
                     ----------------------------                    ------------------------
Contact Name:                                       (If available)
                     ----------------------------                    ------------------------
Title:                                                                (Please indicate dates)
                     ----------------------------
E-mail:
                     ----------------------------
Date:
                     ----------------------------
Telephone:
                     ----------------------------


SIGNATURE:
                     ----------------------------

                PARTICIPATION GOAL                              PARTICIPATION ACHIEVEMENT

     4.                                             5.                          ACTUAL FOR QUARTER
                                                                             ------------------------
                                                                               MBE      WBE     DVBE
                             ANNUAL GOAL
                        ----------------------
Percent of Total         MBE      WBE     DVBE      Subcontracting Dollars
                                                                             ------   ------   ------
Sales                   [**]     [**]     [**]

                                                    Total

                                                    Sales to AT&T
                                                                             ------------------------
                                                    Percent of
                                                    Subcontracted Sales        [**]     [**]     [**]

AT&T - SUBCONTRACTING RESULTS

     6. M/WBE-DVBE SUBCONTRACTOR(S)                 Ethnic/Gender:           Total Dollars:

Name:
                     ----------------------------                            ------------------------
Address:
                     ----------------------------
City, State, Zip:
                     ----------------------------
Telephone:                                               CERTIFYING AGENCY:
                     ----------------------------                            ------------------------
Goods or Services:
                     ----------------------------

To add additional subcontractors, copy the entire light gray area and paste directly below this line.
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.
<PAGE>

                                                                      Schedule X
                                                        Contract Number 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE X

       SOFTWARE LICENSE, MAINTENANCE SERVICES AND ONGOING SUPPORT SERVICES

This Schedule hereby incorporates by reference the terms of the Agreement. The
terms of the Agreement shall apply to the terms of this Schedule. Capitalized
terms used in this Schedule and not defined herein have the meanings, if any,
ascribed to such terms in the Agreement. The Parties acknowledge that the terms
of this Schedule are designed to reflect the unique relationship of the Parties
following the termination or expiration of the Agreement. Therefore, these
terms, including, without limitation, pricing terms, shall not apply to any
other relationships or agreements to be established between the Parties.

1.   DEFINITIONS

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     1.1  "AUTHORIZED END USERS," "Authorized User", "User" whether or not
          capitalized, means [**].

     1.2  "CONTRACTOR" means any person or entity, including AT&T Third Party
          Contractors, outsourcers, consultants, disaster recovery services
          providers, hosting services providers and other third parties
          providing technical services or advice to AT&T , Eligible Recipients
          or Authorized End Users.

     1.3  "CUSTOMERS" has the meaning ascribed to such term in SECTION 6.1(A) of
          this Schedule.

     1.4  "CUSTOMIZATION MAINTENANCE SERVICES" has the meaning ascribed to such
          term in SECTION 4(B)(II) of this Schedule.

     1.5  "DOCUMENTATION" means the [**] pursuant to the Agreement or this
          Schedule.

     1.6  "[**]" means [**].

     1.7  "[**]" means [**], as well as the [**], as well as all [**] materials.
          [**] do not include [**] or that are [**].

     1.8  "[**]" means the amounts set forth in SECTION 6 of this Schedule.

     1.9  "MAINTENANCE SERVICES" means the Services described and defined in
          SECTION 4.1 and ANNEX A of this Schedule.

     1.10 "ONGOING SUPPORT SERVICES" means the services described and defined in
          SECTION 4.2(B).

     1.11 "[**]" has the meaning ascribed to such term in SECTION 6.1(A) of this
          Schedule.

2.   LICENSE GRANT.

     2.1  GRANT OF LICENSE. Subject to SECTION 6.3(B) of SCHEDULE J of the
          Agreement Amdocs hereby grants to AT&T and each Eligible Recipient a -
          [**] (i) to permit AT&T and each Eligible Recipients to Utilize the
          [**] (in both source code and object code forms), and (ii) in
          connection therewith, to Utilize the Documentation, in each case in
          connection with [**]. AT&T shall not use the [**] on a [**].

     2.2  AUTHORIZED END USERS. Authorized End Users have the rights set forth
          in SECTION 14.5(C) of the Agreement in connection with the license
          granted in SECTION 2.1 above.

     2.3  USE. With respect to [**], AT&T shall use the [**] and Documentation
          [**], as well as the [**], in each case [**]. Notwithstanding the
          foregoing, AT&T may

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        2

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          use the [**] to provide [**], such use not to extend for more than
          [**] from the date of such [**].

     2.4  CONTRACTORS. Contractors have the rights set forth in SECTION 14.5(C)
          of the Agreement in connection with the license granted in ARTICLE 2,
          subject to SECTION 2.7 of this Schedule.

     2.5  [**]. Without limiting SECTION 14.5(C) of the Agreement, the rights
          and license grants under this ARTICLE 2 may be [**] purposes.

     2.6  [**]. Subject to SECTION 14.2(B) of the Agreement, upon Acceptance by
          AT&T of the [**], and upon delivery of any Enhancements and
          Improvements thereto, Amdocs shall provide AT&T, [**] Documentation
          for the [**] and all Amdocs Owned Materials that are [**] Developed
          Materials. Such [**] Documentation shall be sufficient to allow a [**]
          the [**]. Amdocs will provide [**] to AT&T for the [**] and Developed
          Materials, including [**] included in such [**] and the Developed
          Materials.

     2.7  CONFIDENTIALITY. Prior to exercising the license or rights described
          above in SECTION 2 of this Schedule,

          (a)  Contractors shall be bound by written nondisclosure requirements
               with AT&T (or the applicable Eligible Recipient) no less
               protective of Amdocs rights than as provided under SECTION 13.3
               of the Agreement; and

          (b)  with respect to [**], such Contractors shall also first sign and
               present a nondisclosure agreement to Amdocs in the form of
               EXHIBIT 6 [**], those more protective provisions set forth
               therein); provided, however, in the case of [**] (as described in
               SECTION 6.9(B) of the Agreement) or if Amdocs [**], AT&T shall
               (A) [**] cause any such AT&T Third Party Contractor to execute
               EXHIBIT 6 with Amdocs and, in the event that such [**] the
               confidentiality and proprietary rights provisions of this
               Agreement and which at a minimum provide that (w) [**], (x) [**],
               and (y) [**], and (z) [**], and (B) with respect to [**]. AT&T
               shall provide the relevant portions of such agreement between
               AT&T and the AT&T Third Party Contractor to Amdocs.

          Subject to the foregoing, any Contractor's exercise of the rights
          described in SECTION 2.4 of this Schedule is subject to the provisions
          of SECTIONS 14.5(C) and 13.3(B)(II)(A) - (D) of the Agreement.

3.   DELIVERY, TITLE, RISK OF LOSS.

     3.1  DELIVERY. Amdocs shall deliver the [**] and the Documentation to AT&T
          as part of the [**] and Documentation, respectively, under and in
          accordance with the

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        3

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          provisions of the Agreement. In the event other Software or Material
          shall be provided to Eligible Recipients pursuant to an Order, Amdocs
          shall deliver such Software or Material in accordance with the terms
          of the respective Order. In all such cases, Amdocs shall provide such
          Software and Materials [**] the [**] and Documentation and to
          otherwise [**] of the [**] and Documentation.

     3.2  [**]. [**] for the [**] and Documentation shall [**]. Amdocs will
          provide another copy of the [**] or Documentation if the [**] or
          Documentation is lost or damaged [**] the [**] or Documentation.

4.   MAINTENANCE AND ONGOING SUPPORT SERVICES.

     4.1  MAINTENANCE SERVICES.

          (a)  DURING AGREEMENT TERM. During the term of the Agreement,
               maintenance services for the [**] will be provided under the
               Agreement.

          (b)  FOLLOWING AGREEMENT TERM. Following the expiration or termination
               of the Agreement (or the applicable parts of the Agreement
               relating to maintenance of the [**]) [**] with respect to the
               [**] and any successor software), Amdocs will offer to AT&T the
               Maintenance Services [**] (each a "MAINTENANCE TERM"), pursuant
               to Orders issued by AT&T, and payment of the [**], and in
               accordance with the following:

               (I)  DESCRIPTION. Amdocs will provide to AT&T and the Eligible
                    Recipients Improvements with respect to the [**] and [**]
                    services described on ANNEX A of this Schedule (the
                    "MAINTENANCE SERVICES"). Maintenance Services include [**]
                    of the function(s) described in the Specifications for the
                    [**], correct errors in the [**], change the basic program
                    functions of the [**] or add new ones, all of which shall be
                    furnished to Eligible Recipients [**] the Eligible
                    Recipient's [**] (subject to [**]between the Eligible
                    Recipients' [**] and the [**]). Amdocs will provide AT&T
                    with [**] to the Developed Materials, the [**], and other
                    customizations provided by Amdocs.

               (II) At the time of the [**] Maintenance Services, AT&T may [**]
                    Maintenance Services [**] to the [**] by or for Amdocs in
                    connection with the Services provided by Amdocs under the
                    Agreement) (the "CUSTOMIZATION MAINTENANCE SERVICES").
                    Amdocs shall identify the Developed Materials that are not
                    part of the [**] (and thus subject to Customization
                    Maintenance Services) in the [**] prepared pursuant to
                    Section 5.1.3.1 of SCHEDULE E, PART 3 or the DFS. For the
                    purposes of this SCHEDULE X, Software

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        4

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                    [**] subject to the terms and conditions applicable to
                    Maintenance Services for the [**] (regardless of whether
                    such Software may otherwise qualify as Developed Materials
                    under the Agreement). The Customization Maintenance Services
                    shall also include Amdocs' [**] with the [**] are [**]
                    provided by Amdocs in connection with the Maintenance
                    Services. References to "Maintenance Services" shall include
                    the Customization Maintenance Services, and references to
                    the "[**]" shall include the Developed Materials, as the
                    context requires, [**] the Customization Maintenance
                    Services. Customization Maintenance Services [**]
                    Maintenance Services.

               (III) [**]. Subject to, and except as provided in ANNEX A, the
                    procedure for [**] shall be as follows: upon [**], AT&T will
                    [**], whether it is in the [**], in one of the [**] of the
                    [**], an [**], or some [**]; in the event that the [**] (or
                    any component thereof) is the [**], AT&T will [**] Amdocs of
                    [**] and provide Amdocs, in reasonable detail, with all the
                    information [**], in order to [**]. Promptly upon receipt of
                    such information, Amdocs will [**] and will provide the [**]
                    to AT&T. AT&T will [**] based on the specific and detailed
                    instructions of Amdocs. If an [**] which was [**] to Amdocs
                    is [**] in the [**], Amdocs will have [**] in SCHEDULE J of
                    the Agreement.

               (IV) [**] MAINTENANCE SERVICES. Upon [**] to Amdocs prior to the
                    end of a Maintenance Term, AT&T shall be entitled to [**]
                    Maintenance Services (and/or the Customization Maintenance
                    Services) [**] Maintenance Term and [**] for Maintenance
                    Services (and/or the Customization Maintenance Services), if
                    any, [**]. In any such event, AT&T's [**] of the Maintenance
                    Services (and/or the Customization Maintenance Services)
                    shall [**] (i) the provision of other services by Amdocs
                    ordered by AT&T, if any, or (ii) any other right or license
                    granted hereunder.

               (V)  [**] MAINTENANCE SERVICES. Following its [**] Maintenance
                    Services (and/or the Customization Maintenance Services),
                    AT&T [**] of Maintenance Services (and/or the Customization
                    Maintenance Services) upon written notice to Amdocs (the
                    "[**] NOTICE") and (A) [**] of Maintenance Services (and/or
                    the Customization Maintenance Services), provided that this
                    [**] occur [**] (with respect to each of the Maintenance
                    Services and the Customization Maintenance Services) under
                    this SCHEDULE X; or (B) [**], then upon [**] as [**] for
                    Maintenance Services (and/or the Customization Maintenance
                    Services) during such

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        5

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                    period of [**] of such Maintenance Services (and/or the
                    Customization Maintenance Services). Subject to the [**] (if
                    applicable), AT&T [**] any [**] for [**]during which AT&T
                    has [**] Maintenance Services in accordance with Section
                    4.1(b)(iv). When Maintenance Services [**], Amdocs will
                    provide AT&T all [**] and associated Documentation for the
                    [**].

               (VI) COOPERATION. Subject to SECTION 4.1(B)(VI) below, AT&T may
                    provide itself or obtain from Contractors [**] related to
                    the [**], and Amdocs shall, as part of the Maintenance
                    Services, reasonably cooperate with AT&T and/or any such
                    Contractor, including by providing, as part of Ongoing
                    Support Services, [**] to AT&T and/or such Contractor(s),
                    and will coordinate with AT&T and/or any such Contractors to
                    help [**]. In the event that, despite the foregoing efforts
                    of Amdocs, [**], if and to the extent [**], subject to (i)
                    Amdocs' providing AT&T reasonable notice in writing of any
                    such [**], and (ii) Amdocs' [**].

               (VII) EXCLUSIONS. If and to the extent there has been any
                    alteration, modification or adjustment to a component of the
                    [**] by any entity other than Amdocs, then Maintenance
                    Services (including Extended Warranty services) shall not
                    apply to the applicable component and any affected related
                    components (e.g., parts of the [**]), [**]. Notwithstanding
                    the foregoing, [**].

     4.2  ONGOING SUPPORT SERVICES

          (a)  DURING AGREEMENT TERM. The [**] will be delivered and customized
               by Amdocs, and the Developed Materials implemented, for AT&T
               under and in accordance with the terms of the Agreement.
               Following Acceptance by AT&T of the [**] under the Agreement and
               continuing through the term of the Agreement, the [**] will be
               supported by Amdocs pursuant to and in accordance with the
               provisions of the Agreement.

          (b)  FOLLOWING AGREEMENT TERM. Following the expiration or termination
               of the Agreement and for a period of [**] thereafter, Amdocs will
               [**] for the [**] and other related support services ordered by
               AT&T (the "ONGOING SUPPORT SERVICES").

     4.3  SERVICE PERFORMANCE AND SERVICE LEVELS. Amdocs shall perform the
          Maintenance Services and Ongoing Support Services at [**]. Without
          limiting the generality of the foregoing, Amdocs shall perform the
          Maintenance Services [**], as the case may be.

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        6

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     4.4  [**]

          (a)  DURING AGREEMENT TERM. During the term of the Agreement, the
               provisions of the Agreement shall govern all [**] respecting the
               [**].

          (b)  FOLLOWING AGREEMENT TERM. Following the expiration or termination
               of the Agreement, unless otherwise agreed by the Parties
               (including in an applicable Order), the [**] pursuant to the
               Ongoing Support Services.

     4.5  AT&T MASTER AGREEMENT MAINTENANCE TERMS. AT&T [**] apply to the [**]
          maintenance and support terms applicable to Amdocs Software licensed
          by AT&T pursuant to the master software license agreement (and not
          this Agreement) then in effect between AT&T and Amdocs.

5.   OWNERSHIP OF MATERIALS.

     Ownership rights in the Enhancements, [**] and Documentation shall be as
     set forth in SECTION 14 of the Agreement.

6.   CHARGES; INVOICING.

     6.1  CHARGES. The fees, prices and other charges to be paid by AT&T for
          license of the [**], Maintenance Services and Ongoing Support Services
          shall be as follows:

          (a)  [**]. All [**] payable for the license granted under ARTICLE 2
               through the date of termination or expiration of the Agreement
               [**] pursuant to the Agreement. During the term of the Agreement,
               and after expiration or termination of the Agreement, AT&T shall
               [**] as provided in this SECTION 6.1(A). If at any time [**] the
               licenses granted under this SCHEDULE X to [**] under the
               Agreement, then AT&T agrees [**] in accordance with this SECTION
               6.1(A) (the "[**]"); the [**] shall [**] a similar fee. Such [**]
               shall be (i) based [**] under this Section; (ii) calculated as of
               the [**] Eligible Recipient (the "[**]"); and (iii) [**] after
               the [**] and paid by AT&T in accordance with the Agreement.
               Thereafter, AT&T shall [**]Eligible Recipient. A "CUSTOMER" means
               a [**] the Amdocs System. For purposes of calculating the [**],
               there shall be [**] and the Parties shall not [**] Amdocs System
               as of the [**] nor shall there be any [**] for any Customer or
               New Eligible Recipient that [**] the [**]. In addition, [**]
               shall be payable with respect to [**]the FARA Effective Date.

          (b)  DURING AGREEMENT TERM. During the term of the Agreement, [**]
               [**] pursuant to the Agreement.

          (c)  FOLLOWING TERM OF AGREEMENT. Following the expiration or
               termination

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        7

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

               of the Agreement, the [**] of any [**] due under this Schedule,
               commencing and calculated [**]; and (B) the Customization
               Maintenance Services will be[**] performed under this SCHEDULE X
               after the expiration or termination of the Agreement pursuant to
               an Order; or, (2) [**] set forth in SCHEDULE J of the Agreement;
               plus, for each of the [**] (EXHIBIT 11 sets forth such polices as
               of the FARA Effective Date) (the "[**]"). Maintenance Services
               are [**]. The [**] set forth in SCHEDULE J of the Agreement[**].

     6.2  INVOICING; PAYMENT. Invoicing and payment shall be in accordance with
          SECTION 12 of the Agreement.

     6.3  [**]. [**] set forth in this Schedule are subject to [**] of the
          Maintenance Term; [**] then-current applicable master agreement
          between the Parties (if any) or the [**] if no such master agreement
          exists.

     6.4  [**]. [**] commencement of each Maintenance Term after the expiration
          of the Term of the Agreement, that the [**] in this SCHEDULE X [**].

7.   TRAINING; USER GROUPS. Following the expiration or termination of the
     Agreement, unless otherwise agreed by the parties (including in an
     applicable Order), the following provisions shall apply:

     7.1  OBLIGATION TO PROVIDE TRAINING. Amdocs [**]. All training
          shall be offered in accordance with Amdocs' standard terms and
          conditions.

     7.2  PRIOR TRAINING OR COMPETENCIES. AT&T acknowledges that certain
          training courses may require that trainees have previous training or
          specific competencies. [**].

     7.3  TRAINING MATERIALS. All training provided by Amdocs shall [**]. The
          Eligible Recipients shall [**].

     7.4  CANCELLATION. An Eligible Recipient may [**] notice to Amdocs,
          provided that the Eligible Recipient [**] by Amdocs.

     7.5  TRAIN-THE-TRAINER RIGHTS. [**] of an Eligible Recipient having an
          individual trained in the operation of the [**] to train other
          Eligible Recipient personnel.

     7.6  USER GROUPS. AT&T shall [**]and, at AT&T 's request, Amdocs shall
          [**]steering committee or other governing body of each such user
          group.

8.   TERMINATION.

     The term and termination provisions of the Agreement shall apply to
     Maintenance

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        8

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     Services provided during the term of the Agreement. Following the
     expiration or termination of the Agreement, the termination provisions of
     SECTION 20 of the Agreement shall apply with respect to this Schedule. In
     the event of termination of the Agreement [**] Amdocs thereunder, and as
     permitted thereunder, and if [**] terminate the license of the [**], then
     AT&T [**] Maintenance Services on the terms set forth under this Schedule.

9.   BANKRUPTCY.

     All rights and licenses granted under or pursuant to this Schedule by
     Amdocs are, and shall otherwise be deemed to be, for purposes of Section
     365(n) of the United States Bankruptcy Code, or any replacement or
     successor provision therefor (the "CODE"), licenses to rights to
     "intellectual property" as defined in the Code. The Parties agree that
     AT&T, as licensee of such rights under this Schedule, shall retain and may
     fully exercise all of its rights and elections under the Code. The Parties
     further agree that, in the event of the commencement of bankruptcy
     proceedings by or against Amdocs under the Code and subject to AT&T's
     compliance with the requirements of Section 365(n) of the Code, (i) AT&T
     shall be entitled to retain all of its rights under this Schedule, and (ii)
     Amdocs shall, upon request, provide to AT&T any embodiments of such
     intellectual property in Amdocs' possession or control. In addition to the
     foregoing, Amdocs agrees that in the event of commencement of bankruptcy
     proceedings by or against AT&T , subject to AT&T 's continued performance
     of its payment obligations (if any) to Amdocs under this Schedule related
     to such licenses, AT&T , or its trustee in bankruptcy, shall be entitled to
     assume the licenses granted under or pursuant to this Schedule by Amdocs to
     AT&T and shall be entitled to retain all of its rights thereunder (and
     shall be entitled to assume this Schedule and all of AT&T's rights
     hereunder).

10.  [**].

     As part of the Maintenance Services, [**] of the [**] (the "REPLACED
     PRODUCT"), then [**].

11.  REPLACEMENT SOFTWARE.

     In the event that the [**] is damaged or destroyed, Amdocs shall provide an
     additional copy of the [**] for the cost of replacement media plus
     reasonable administrative and postage charges.

12.  LIMITATION OF LIABILITY.

     During the term of the Agreement, any claims for damages by either Party
     relating to the [**] or any licenses or services provided by Amdocs with
     respect thereto will be considered damages arising under the Agreement and
     shall be governed by and subject to the provisions of the Agreement, and
     neither Party shall bring any such claims under this

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        9

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     Schedule. After the expiration or termination of the Agreement, the
     provisions of SECTION 18.2 of the Agreement will apply to liability under
     this Schedule except that the Charges referenced in SECTION 18.2(A) shall
     refer to the amounts under this Schedule.

13.  WARRANTY

     Without limiting the warranties set forth in the Agreement, Improvements to
     the [**] developed after the Term under this Schedule X will be subject to
     warranties as mutually agreed by the Parties.

     If AT&T has [**] [**] and the [**] license has not been terminated under
     the Agreement, then, as of the date of the expiration or termination of the
     Agreement, [**] (i) Amdocs has made available to AT&T and the Eligible
     Recipients all generally available Improvements with respect to the [**],
     and (ii) that the [**] is [**].

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       10

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                     ANNEX A
                                  TO SCHEDULE X

1.   DEFINITIONS

"[**]" shall mean [**] with respect to the [**]. [**] shall also mean [**] in
the [**] where the [**] does [**].

"[**]" means a [**] in the [**]. A [**] may be made available as a release of
the [**].

2.   TELEPHONE/E-MAIL HELP DESK SUPPORT

Amdocs' telephone and e-mail support shall provide the following: (i) [**]. The
telephone support shall be accessible by calling a toll free number to be
provided by Amdocs. The telephone/e-mail support shall be provided by
qualified/certified technicians who are considered experts in the areas for
which they are providing support. Telephone support and e-mail support shall be
available during Amdocs' normal business days and hours. Each call or request
received by Amdocs telephone/e-mail support shall be electronically logged by
Amdocs. Amdocs shall provide defined points of contact, available 24 hours per
day, seven days per week, to receive and respond to notice of problems from
Level 1 Support and Level 2 Support for Severity Level One and Severity Level
Two problems.

3.   PROBLEM SUPPORT [**]

     As part of Maintenance Services, Amdocs shall provide the following support
     [**], as applicable:

     1.   [**].

     2.   Performing [**].

     3.   Providing the [**] AT&T.

     4.   Creating [**].

     5.   Creating and delivering [**] AT&T.

     AT&T shall provide Amdocs reasonable access to the [**] environment in
     order for Amdocs to perform [**].

4.   [**]

During a Maintenance Term, if the following Errors occur, Amdocs agrees [**] as
follows:

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       11

<PAGE>

                                                             Schedule X, Annex A
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
              [**]   [**]   [**]
              [**]   [**]   [**]
              [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                       12

<PAGE>

                                                                      Schedule X
             Software License, Maintenance Services and Ongoing Support Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>
[**]   [**]          [**]   [**]   [**]
                     [**]   [**]   [**]
                     [**]   [**]   [**]
                     [**]   [**]

[**]          [**]   [**]   [**]   [**]
                     [**]   [**]   [**]
                     [**]   [**]   [**]
                     [**]   [**]   [**]
[**]   [**]          [**]   [**]   [**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        1

<PAGE>

                                                                      Schedule X
             Software License, Maintenance Services and Ongoing Support Services
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

<TABLE>
<S>    <C>    <C>    <C>    <C>    <C>
                     [**]   [**]
                     [**]   [**]
                     [**]   [**]
</TABLE>

*    [**] by Amdocs to AT&T [**].

[**] examples:

          1) [**]

In the case of all [**], Amdocs shall [**]procedure:
[**]

                      RESTRICTED - PROPRIETARY INFORMATION

     The information contained herein is for use by authorized employees of
       AT&T, Amdocs, and their Affiliated Companies, only, and is not for
         general distribution within those companies or for distribution
              outside those companies except by written agreement.


                                        2
<PAGE>
                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                   SCHEDULE Y
                              CERTAIN DEFINED TERMS


"ABANDON RATE" means Calls by a user, in the queue to be answered by a Help Desk
representative or Automated Resolution Process, that are terminated prior to
such answer.

"ABEND" means abnormal terminations.

"ACCEPTANCE DATE" has the meaning ascribed to such term in ATTACHMENT A of
SCHEDULE A.

"ACCEPTANCE TEST PERIOD" has the meaning ascribed to such term in SECTION
4.6(b).

"ACCEPTANCE TEST" or "ACCEPTANCE TESTING" means the process, as specified in the
Agreement and/or the attachments thereto, through which the applicable
Deliverable(s) are subjected to the applicable acceptance test.

"ACCEPTANCE" means the determination, [**], pursuant to the provisions of
SECTION 4.6 following implementation, installation, and Testing (which may
include testing in a production environment) that Deliverable(s) are in
Compliance; provided, however, AT&T's productive use for operational business
purposes (not use in a production environment for Testing purposes) of
Deliverable(s) after the applicable Acceptance Test Period shall be deemed to be
Acceptance of such Deliverable(s).

"ACCEPTED PROJECT PLAN" means the formal documented base-lined project plan that
identifies a project's milestones, deliverables and resources. An accepted
project plan shall be Accepted upon approval from the AT&T Governance team.
Changes to the base-lined project plan can only be granted by the AT&T
Governance team.

"ACQUIRING ENTITY" has the meaning ascribed to such term in SECTION 20.4(a).

"ACTUAL UPTIME" for a particular System, Application, Software, Hardware,
Network, or any other part of the Services means the time that such particular
System, Application, Software, Hardware, Network, or other part of the Services
is actually available during its Scheduled Uptime in a Measurement Window, as
specified in the SCHEDULE G - ATTACHMENT N, for normal business use by users.
Actual Uptime is the aggregate number of minutes in any month during which the
full functionality of any individual Service component is actually available for
use by users (i.e., Scheduled Uptime minus Downtime).

"ACTUAL VOLUME" has the meaning ascribed to such term in SECTION 3 of SCHEDULE
J.

"AD HOC" has the meaning ascribed to such term in SECTION 11.1 of PART 1 OF
SCHEDULE E.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"AD/M SERVICES" has the meaning ascribed to such term in SECTION 1.0 of PART 1
OF SCHEDULE E.

"ADB" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.

"ADB CONVERSION FACTOR" has the meaning ascribed to such term in SECTION 4 of
SCHEDULE J.

"ADB LOA" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.

"AFFILIATE" means, generally, with respect to any Entity, any other Entity
Controlling, Controlled by or under common Control with such Entity.

"AGREEMENT" has the meaning given in SECTION 1.4 and includes all attachments,
Exhibits and Schedules hereto, as such may be amended or restated from time to
time.

"ALLOCATION OF POOL PERCENTAGE" means the portion of the Pool Percentage
Available for Allocation that is specified for a Performance Category. The total
of all Allocation of Pool Percentages shall not exceed the Pool Percentage
Available for Allocation.

"AMDOCS ACCOUNT OFFICE" means, collectively, the Amdocs Account Executive and
the Amdocs Account Manager as defined in SECTION 4.0 of PART 5 OF SCHEDULE E
(Statement of Work -- Governance).

"AMDOCS EXCLUDED SYSTEMS" has the meaning ascribed to such term in SECTION
9.4(a)(i).

"AMDOCS OWNED MATERIALS" has the meaning ascribed to such term in SECTION
14.3(a).

"AMDOCS OWNED SOFTWARE" means any Software owned by Amdocs (or an Amdocs
Affiliate) and used to provide the Services.

"AMDOCS PERSONNEL" means those employees, representatives, contractors,
subcontractors and agents of Amdocs, Subcontractors and Amdocs Affiliates who
perform any Services under this Agreement. Amdocs Personnel shall include
Transitioned Employees.

"AMDOCS RE-TEST" or "VENDOR RE-TEST" means a re-test of the recoverability of
critical Applications required because of failed Disaster Recovery Milestones.

"AMDOCS SOFTWARE PACKAGE" means the integrated suite of commercially available
packaged software products that are to be provided and licensed to AT&T by
Amdocs

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 2
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

as part of this Agreement (including all Upgrades and customizations thereto).

"AMDOCS SYSTEM" means the System (including the Amdocs Software Package) to be
implemented, modernized, or consolidated by Amdocs as part of the Services.

"AMENDMENT NUMBER 10" or "FARA" has the meaning ascribed to such term in the
Preamble to the Agreement.

"ANNUAL DEVELOPMENT BUDGET" or "ADB" has the meaning ascribed to such term in
SCHEDULE J.

"ANTIVIRUS SOFTWARE" means software programs and programming (and modifications,
replacements, upgrades, enhancements, documentation, materials and media related
thereto) that are used to monitor for, filter and detect the presence of
Malicious Code and repair or remediate the effects of Malicious Code to the
extent a Party has financial or operational responsibility for such programs or
programming under SCHEDULES E.1, or E.2. Antivirus Software shall include all
such programs or programming in use (or required to be in use) as of the FARA
Effective Date, including those set forth in SCHEDULES B and B.B. Antivirus
Software also shall include all such programs or programming selected by or for
AT&T on or after the Effective Date to the extent a Party has financial or
operational responsibility for such programs or programming under SCHEDULES E.1,
or E.2.

"APPLICATION DELAY" means anytime any Application is not available at start of
scheduled availability.

"APPLICATION SOFTWARE" means software application programs (and all
modifications, replacements, upgrades, enhancements, documentation, materials
and media related thereto) used to support day-to-day business operations and
accomplish specific business objectives. Applications Software shall include all
such software listed on SCHEDULES B AND B.B as in-scope.

"APPLICATION" means a cohesive collection of automated procedures and data
supporting a business objective. It consists of one or more components, modules,
or subsystems.

"APPLICATIONS REPRESENTATIVE" means those Amdocs Personnel that have been
designated to interface with users on resolution of Help Desk Calls, who have
the appropriate authority and capability to resolve such problems, and have been
so identified to the users.

"APPROVED CLIENT AUDITOR" means the AT&T employee or such other person
designated by AT&T as the person with the authority to approve the initial
inventory

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 3
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

with respect to an AT&T Facility. The Approved Client Auditor may or may not be
stationed at the AT&T Facility for which the Approved Client Auditor has the
authority to approve the initial inventory. AT&T shall designate an individual
who will be the Approved Client Auditor for users who are not assigned to a
specific AT&T Facility.

"ASSET INVENTORY MANAGEMENT SYSTEM CONVERSION DELAY[**]" has the meaning
ascribed to such term in SECTION 6.1(q).

"ASSET INVENTORY MANAGEMENT SYSTEM" means the automated, database-driven
application used by Amdocs to store, query, and continuously update asset
inventory information on all assets used by Amdocs to provide the Services.

"ASSET" means, for the purpose of SCHEDULE G, any combination of System,
Software, Equipment, or Hardware.

"AT RISK AMOUNT" means $[**] per calendar month.

"AT&T CONTRACT OFFICE" means, collectively, the AT&T Contract Executive and the
AT&T Contract Manager as defined in SECTION 4.0 of PART 5 OF SCHEDULE E
(Statement of Work -- Governance).

"AT&T DATA CENTER" means an AT&T Facility designated as a "data center" in
SCHEDULE O.1.

"AT&T DATA" means any data or information of AT&T or any Eligible Recipient, and
any data or information of the customers of AT&T or any Eligible Recipient, that
is provided to or obtained by Amdocs in the performance of its obligations under
this Agreement, including [**] and information with respect to the businesses,
customer, operations, facilities, products, rates, regulatory compliance,
competitors, consumer markets, assets, expenditures, mergers, acquisitions,
divestitures, billings, collections, revenues and finances of AT&T or any
Eligible Recipient. AT&T Data also means any data or information created,
generated, collected or processed by Amdocs in the performance of its
obligations under this Agreement, including data processing input and output,
service level measurements, asset information, third-party service and product
agreements, contract charges and retained and Pass-Through Expenses. AT&T Data
shall not include data related to the internal costs and expenses of Amdocs,
unless such costs or expenses are directly related to the Charges or other
amounts which AT&T is required to reimburse Amdocs (e.g., Out-of-Pocket Expenses
which AT&T is required to pay Amdocs).

"AT&T FACILITIES" means the facilities listed in SCHEDULE O.1 provided by AT&T
or the Eligible Recipient for the use of Amdocs to the extent necessary to
provide the

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 4
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Services.

"AT&T IT MANAGED DATA CENTER" means an AT&T Facility designated as an "AT&T IT
managed data center" in SCHEDULE O.1.

"AT&T OWNED MATERIALS" has the meaning ascribed to such term in SECTION 14.1.

"AT&T OWNED SOFTWARE" means Software owned by AT&T or an Eligible Recipient and
used, operated, maintained or supported by or on behalf of Amdocs under or in
connection with this Agreement.

"AT&T PERSONAL DATA" means that portion of the AT&T Data that is subject to any
Privacy Laws.

"AT&T PERSONNEL" means the employees, agents, contractors or representatives of
AT&T or any Eligible Recipient who performed any of the Services to be provided
by Amdocs under this Agreement, the SBC Agreement, or the BellSouth Agreement
during the twelve (12) months preceding the Commencement Date of such Services
under this Agreement.

"AT&T PROVIDED EQUIPMENT" has the meaning ascribed to such term in SECTION
6.5(a), subject to SECTION 6.5(b).

"AT&T REAL YELLOW PAGES" means the following AT&T-owned directory publishing
companies: Pacific Bell Directory; Southwestern Bell Yellow Pages, Inc.,
Southwestern Bell Advertising Group, Inc., AT&T Adverstising L.P., Ameritech
Publishing, Inc., SNET Information Services, Inc., Nevada Bell, BellSouth
Advertising & Publishing Corporation, and L. M. Berry and Company and the
wholly-owned subsidiaries of each of the aforementioned Entities.

"AT&T RULES" has the meaning ascribed to such term in SECTION 6.3(a).

"AT&T SITES" means the AT&T Facilities and the offices or other facilities
listed on SCHEDULE O.1 at or to which Amdocs will provide the Services.

"AT&T THIRD PARTY CONTRACTORS" has the meaning ascribed to such term in SECTION
4.5(a).

"AUTHORIZED END USER," "AUTHORIZED USER," "USER," whether or not capitalized,
means employees, customers, suppliers, vendors, auditors, benefit providers,
contractors, and other business partners of Eligible Recipients who use the
Services under the Agreement and who are authorized and enabled (e.g., valid
user ID) by Eligible Recipient(s) to access and utilize the Services and have
been identified by

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 5
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Eligible Recipient to Amdocs as such.

"AUTOMATED RESOLUTION PROCESS" and "AUTOMATED MENU" means an automated tool
installed by Amdocs on the voice response unit (VRU) for resolving or responding
to problems reported to the Help Desk that are capable of being resolved by such
an automated tool (e.g., password resets) during the initial Call from the user.

"AVAILABILITY" means the Actual Uptime expressed as a percentage of the
Scheduled Uptime for a particular System, Application, Software, Hardware or any
other part of the Services (i.e., Availability % = ((Actual Uptime)/(Scheduled
Uptime)) x 100%). For purposes of calculating Availability, Scheduled Uptime and
Downtime shall not include any period of Downtime that is the result of
scheduled time required to perform system maintenance (e.g., preventive
maintenance, system upgrades, etc.), provided that such time has been mutually
agreed between the Parties and is scheduled so as to minimize the impact to
AT&T's or an Eligible Recipient's business.

"BACKUP" means to copy a file or files and place them in an appropriate
(potentially, alternate) location so that a safe, usable copy remains if the
original is destroyed.

"BANKRUPTCY CODE" means Title 11 of the United States Code.

"BANKRUPTCY REJECTION" has the meaning ascribed to such term in SECTION 20.7(b).

[**]

[**]

"BAPCO LOANED EQUIPMENT" has the meaning ascribed to such term in SCHEDULE O.3.

"BAPCO" or "BAPCO" means BellSouth Advertising & Publishing Corporation.

"BASE SERVICE CHARGE" has the meaning ascribed to such term in SECTION 2.1 of
SCHEDULE J.

"BASELINE VOLUME" has the meaning ascribed to such term in SECTION 3 of SCHEDULE
J.

"BCR" or "BUSINESS CHANGE REQUEST" has the meaning ascribed to such term in
SCHEDULE L.B.

"BELLSOUTH AGREEMENT" has the meaning ascribed to such term in the Whereas
clauses.

"[**]" has the meaning ascribed to such term in [**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 6
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"[**]" has the meaning ascribed to such term in [**].

[**]

"BUSINESS ANALYST" means an individual who performs business analytics.

"BUSINESS APPLICATION" means a program designed to perform specific business
functions directly for the user or, in some cases, for another Application
program.

"BUSINESS AS USUAL" has the meaning ascribed to such term in SECTION 11.1 of
PART 1 of SCHEDULE E.

"BUSINESS CONTINUITY" means AT&T's overall, enterprise-wide plans and activities
intended to enable continued business operation in the event of any unforeseen
interruption (e.g., plans and activities to move a department or business unit
to a new location in the event of a business disruption).

"BUSINESS DAY" means Monday through Friday excluding national holidays and
official AT&T holidays unless otherwise specified by the AT&T Contract Manager
(or his / her designee).

"CALL" means a Call (or an e-mail) to the Help Desk from a user requesting
assistance related to the Services.

"CHANGE CONTROL PROCESS" or "CHANGE CONTROL PROCESS" means a process defined by
written change control procedures used by the Parties through which requested or
suggested changes to Services are controlled.

"CHANGE MANAGEMENT" means the processes relating to planning and performing all
Changes pertaining to the Services, including Changes to individual components
and coordination of Changes across all components thereof set forth in SECTION
9.5 and SCHEDULE E.

"CHANGE REQUEST" has the meaning ascribed to such term in SECTION 9.5.

"CHANGE" means (a) a change to the Services (or dates relating to Services), or
(b) a System Change.

"CHARGEABLE ENHANCEMENT" has the meaning ascribed to such term in SECTION 4 of
SCHEDULE J.

"CHARGES" means the amounts set forth in SCHEDULE J as amounts to be charged
under this Agreement for the Services.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 7
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"CLIENT APPROVED REQUEST" means an AT&T request that is properly formatted in
accordance with the then current format that has been approved by the AT&T
Contract Manager or his or her designee.

"CLIENT NOTIFICATION PROCESS"

      1. For cases in which Amdocs must contact the Eligible Recipient regarding
      requested work that Amdocs believes, in good faith, has been completed,
      the Client Notification Process means execution of the following process:

            (i)   Amdocs will place the applicable request in a "pending close"
                  status, thereby stopping the Time to Resolve (or other
                  applicable measurement of resolution time).
            (ii)  Amdocs will attempt to contact the user via phone and, if the
                  user is unavailable, Amdocs will leave a voice mail seeking
                  contact (or, if the user does not have voicemail, Amdocs will
                  send an e-mail to the user). At such time as the user contacts
                  Amdocs with respect to the request, the Time to Resolve (or
                  other applicable measurement of resolution time) will be
                  re-started.
            (iii) If the user does not respond to the voicemail or e-mail from
                  Amdocs, Amdocs will make [**] additional attempts to contact
                  the user in a similar manner [**] Business Days.
            (iv)  If, after such attempts, the user has not contacted Amdocs,
                  the request will be closed no sooner than [**] after the final
                  attempt and Amdocs will send an e-mail to the user notifying
                  him or her of such.
            (v)   If the user notifies Amdocs that the work associated with the
                  initial request was not completed, the request will be
                  reopened with the same request number and the Time to Resolve
                  (or other applicable measurement of resolution time) will be
                  restarted at that time. For the avoidance of doubt, if the
                  request is closed as described in (iv) above, such closure
                  shall be subject to reopening as describe in this paragraph
                  (v).

      2. For cases in which Amdocs must contact the Eligible Recipient regarding
      requested work that has not been completed, the Client Notification
      Process means execution of the following process:

            (i)   Amdocs will place the applicable request in a "pending
                  contact" status, thereby stopping the Time to Resolve (or
                  other applicable measurement of resolution time).
            (ii)  Amdocs will attempt to contact the user via phone and, if the
                  user

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 8
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                  is unavailable, Amdocs will leave a voice mail seeking contact
                  (or, if the user does not have voicemail, Amdocs will send an
                  e-mail to the user). At such time as the user contacts Amdocs
                  with respect to the request, the Time to Resolve (or other
                  applicable measurement of resolution time) will be re-started.
            (iii) If the user does not respond to the voicemail or e-mail from
                  Amdocs, Amdocs will make [**] additional attempts to contact
                  the user in a similar manner [**] Business Days.
            (iv)  If, after such attempts, the user has not contacted Amdocs,
                  the request will be placed on hold and Amdocs will send e-Mail
                  to the user notifying him or her of such. At such time as the
                  request is placed on hold (no sooner than [**] after the final
                  attempt), the measurement of the Time to Resolve (or other
                  applicable measurement of resolution time) will be suspended.
                  At such time as the user contacts Amdocs with respect to the
                  request, the Time to Resolve (or other applicable measurement
                  of resolution time) will be re-started. However, requests
                  placed on hold will be closed if, after [**] additional
                  Business Days, the user does not respond to Amdocs and, if the
                  user responds to Amdocs after such [**] Business Day period, a
                  new request will be opened.
            (v)   If the user responds to Amdocs prior to the request being
                  closed, then the Time to Resolve (or other applicable
                  measurement of resolution time) will be restarted at that
                  time.

"CMM" means the Capability Maturity Model developed by the Software Engineering
Institute.

"COMMENCEMENT DATE" means the date as the Parties may agree upon (or have
previously agreed upon) in writing as the date on which Amdocs assumes (or
assumed) full responsibility for the Services. With respect to additional or
consolidated Services (other than Legacy Services) arising under this FARA, the
Commencement Date shall be [**], or such other date(s) as the Parties may agree
upon in writing. With respect to the Legacy Services, the Parties acknowledge
and agree that the Commencement Date shall be no later than the FARA Effective
Date.

"COMPLIANCE" and "COMPLY" mean, with respect to Software, Equipment, Systems or
other contract deliverables to be implemented, designed, developed, delivered,
integrated, installed and/or tested by AT&T or Amdocs, compliance in all
material respects with the applicable Specifications.

"COMPONENT" means any constituent part of a Product or Services, whether
provided by Amdocs or any other source.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                     Page 9
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"CONTRACT RECORDS" has the meaning ascribed to such term in SECTION 9.9(a).

"CONTRACT YEAR" means for the first Contract Year following the FARA Effective
Date, a period commencing on the FARA Effective Date and ending on December 31,
2007, and for each subsequent Contract Year, a twelve (12) month period
commencing on January 1 and ending on December 31. If any Contract Year is less
than twelve (12) months, the rights and obligations under this Agreement that
are calculated on a Contract Year basis will be proportionately adjusted for
such shorter period, unless otherwise expressly specified in this Agreement.

"CONTROL" and its derivatives mean: (a) the legal, beneficial, or equitable
ownership, directly or indirectly, of (i) at least 50% of the aggregate of all
voting equity interests in an Entity or (ii) equity interests having the right
to at least 50% of the profits of an Entity or, in the event of dissolution, to
at least 50% of the assets of an Entity; (b) the right to appoint, directly or
indirectly, a majority of the board of directors; (c) the right to control,
directly or indirectly, the management or direction of the Entity by contract or
corporate governance document; or (d) in the case of a partnership, the holding
by an Entity (or one of its Affiliates) of the position of sole general partner.

"CORPORATE LEVEL AGREEMENTS" means all agreements: (a) between AT&T (or a parent
company of AT&T) and a third party pursuant to which such third party grants
licenses to use materials, and/or provides services, to AT&T and/or its
Affiliates; and (b) under which Amdocs is required to have rights in order to
perform the Services. Corporate Level Agreements include agreements with the
following: IBM Corporation, Microsoft Corporation, and Oracle Corporation.

"CPI" means customer proprietary information.

"CPNI," "CUSTOMER PROPRIETARY NETWORK INFORMATION," or "CPNI" means (i)"customer
proprietary network information" as defined under the Communications Act of
1934, as amended, including by the Telecommunications Act of 1996, and
applicable Federal Communications Commission orders and regulations; (ii) any of
the following information of any customer of AT&T or any Eligible Recipient or
any of their Affiliates, or any customer of any such customer, whether
individual or aggregate, whether or not including identifying information:
names, addresses, phone numbers, Calling patterns, and the quantity, nature,
technical configurations, locations, types, destinations or amount of use of
telecommunications services received or Calls received or made; (iii)
information contained on the telephone bills of AT&T's, any Eligible
Recipient's, or any of their Affiliates' customers (including the customers of
such customers) pertaining to telephone exchange service or telephone toll
service received by a customer of AT&T, any Eligible Recipient, any of their
Affiliates or of any customer of any such customer; (iv) unlisted customer
numbers; (v) aggregate customer data with individual identifying information
deleted; or (vi) information available to

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 10
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

AT&T or any Eligible Recipient by virtue of AT&T's, any Eligible Recipient's, or
their Affiliates', relationship with its customers as a provider of
telecommunications service, or by virtue of their customers' relationships with
their own customers as providers of telecommunications services.

"CRITICAL DELIVERABLES [**]" means the monetary amount that the Amdocs shall be
obligated to pay to AT&T, or credit against Monthly Charges, in the event Amdocs
fails to timely deliver a Critical Deliverable.

"CRITICAL DELIVERABLES" means those deliverables performed on a one-time or
periodic basis and identified in SCHEDULE G - ATTACHMENT C and for which
Critical Deliverables Credits may be payable.

"CRITICAL PRIORITY" has the meaning ascribed to such term in SCHEDULE G -
ATTACHMENT F.

"CRITICAL SERVICE LEVELS" means those Service Levels identified as such in
SCHEDULE G - ATTACHMENT A and described in SCHEDULE G - ATTACHMENT B and for
which a Service Level Credit may be payable.

"CRITICAL UPTIME" means the aggregate number of minutes in the specified period
in any month during which the functionality of each defined Service component
shall be measured. [**].

"CSS" means the common system solution approved by AT&T.

"CUSTOMER INFORMATION" means that portion of the AT&T Data consisting of
information of or about a customer of AT&T or an Eligible Recipient, including
customer name, address, e-mail address, and/or phone number (listed or
unlisted); personal information such as birth date, social security number,
drivers license, credit card information, bank account, account number or
personal identification numbers; information concerning Calling patterns, Call
details, records of incoming or outgoing Calls, or minutes of use or other use
of AT&T's or an Eligible Recipient's services; information related to payments,
credit status, and transactions with AT&T or an Eligible Recipient; demographic
information; or aggregate customer data including aggregate data with individual
identifying information deleted and CPNI.[**]

"DATA" means numbers, characters, images, or other information recorded in a
form that can be input into a CPU/processor, stored and processed there, or
transmitted on some digital or analog channel.

"DE" or "DETAILED ESTIMATE" means a detailed estimate.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 11
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"DELIVERABLE" means any deliverable (i) provided pursuant to a Major
Modernization Milestone, (ii) provided pursuant to an Order, or (iii) required
to be provided under this Agreement (e.g., as part of a Transition Plan).

"DESKTOP PC" means an user PC configuration, including Standard Hardware (e.g.,
keyboard, monitor, CPU, mouse, peripherals, printers, plotters, video adapters,
etc.), core system and user Software (e.g., Operating System Software, memory
manager, device drivers, configuration scripts, e-mail, productivity tools,
etc.) A Desktop PC may have Standard or Non-Standard Hardware or Software.

"DEVELOPED MATERIALS" means any Materials (including Software), or any
modifications, enhancements or derivative works thereof, developed by or on
behalf of Amdocs for AT&T in connection with or as part of the Services.

"DEVELOPMENT ALLOTMENT" has the meaning ascribed to such term in SECTION 2.0 of
SCHEDULE A.

"DEVELOPMENT" has the meaning ascribed to such term in SECTION 1.0 of PART 1 OF
SCHEDULE E.

"DFD" means the detailed functional design phase of implementation of the Amdocs
Software Package, in which the specification for Enhancements to the Amdocs
Software Package designed to meet the business needs and requirements of AT&T
will be identified and then detailed in the DFS documents.

"DFS" means the detailed functional specifications for the Amdocs Software
Package and Enhancements, which are the direct result of the DFD.

"DIRECT AMDOCS COMPETITORS" means the Entities identified in SCHEDULE N, as well
as their Affiliates, successors and assigns, as such list of Entities may be
modified by Amdocs (subject to AT&T's consent, not to be unreasonably withheld)
from time to time to add direct competitors of Amdocs in the areas of directory,
customer care and billing, customer relationship management systems, operational
support systems and digital advertising systems, including the provision of
services relating to such systems.

"DIRECT AT&T COMPETITORS" means the Entities identified in SCHEDULE P, as well
as their Affiliates, successors and assigns, as such list of Entities may be
modified by AT&T (subject to Amdocs' consent not to be unreasonably withheld)
from time to time to add direct competitors of AT&T in the directory publishing
business in the United States.

"DISABLING CODE" means computer instructions, features or functions that may
permit Amdocs or a third party to, or may automatically: (a) alter, destroy or
inhibit Software

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 12
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

and/or a processing environment; (b) erase, destroy, corrupt or modify any data,
programs, materials or information used by AT&T or an Eligible Recipient or
store any data, programs, materials or information on AT&T's or an Eligible
Recipient's computers without the consent of AT&T; (c) discontinue AT&T's
effective use of the Software; or (d) bypass any internal or external software
security measure to obtain access to any hardware or software of AT&T or an
Eligible Recipient without the consent or knowledge of AT&T, including, but not
limited to, other programs' data storage and computer libraries. Disabling Code
includes programs that self-replicate without manual intervention, instructions
programmed to activate at a predetermined time or upon a specified event, and/or
programs purporting to do a meaningful function but designed for a different
function.

"DISASTER RECOVERY MILESTONE" means a milestone to be accomplished as part of
testing Disaster Recovery Plan as defined and referenced in SCHEDULE G --
ATTACHMENT B and SCHEDULE G -- ATTACHMENT C.

"DISASTER RECOVERY PLAN" means an Amdocs developed and AT&T-approved plan
(developed and maintained with appropriate AT&T-provided input) to perform
Disaster Recovery as defined and referenced in SCHEDULE G -- ATTACHMENT B and
SCHEDULE G -- ATTACHMENT C.

"DISASTER RECOVERY" means the specific plans and activities required to continue
provisioning the Services in the event of an unforeseen interruption as set
forth in SCHEDULE E. The Disaster Recovery plans and activities include support
and coordination with the Business Continuity plans and activities.

"[**]" means, with respect to each [**] and, with respect to each of the [**],
for a [**] during the Term [**]. For the avoidance of doubt, nothing herein is
intended to alter the [**] with respect to [**].

"DISCOVERED AGREEMENT" has the meaning ascribed to such term in SECTION 6.11.

"DOWNTIME" means the time that a particular System, Application, Product,
Software, Hardware or any other part of the Services is not available during the
Measurement Window as specified in SCHEDULE G -- ATTACHMENT N. Downtime is the
aggregate number of minutes in the specified period in any month during which
the functionality of each defined Service component is not available for use by
Users or is degraded in any material respect. Downtime shall include a loss or
degradation of functionality due to a failure of the Applications or System in
question.

"EAR DENIED PERSONS LIST" means the Export Administration Regulations denied
persons list of the Bureau of Industry and Security of the United States
Department of Commerce, as updated, or such other list of the United States that
may replace, or be of

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 13
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

similar subject matter to, the Export Administration Regulations denied persons
list.

"[**]" means the methodology used to [**] as described in SCHEDULE [**].

"EFFECTIVE DATE" has the meaning ascribed to such term in the Preamble to this
Agreement.

"ELIGIBLE RECIPIENTS" means, collectively, the following:

            1.    [**];

            2.    [**];

            3.    [**]; and

            4.    [**] and (iii) that has agreed in writing to be bound by the
                  terms and conditions of this Agreement.

Provided, however, that the following [**]:

            (i)   [**]

            (ii)  [**], and

            (iii) [**].



"EMPLOYMENT EFFECTIVE DATE" has the meaning ascribed to such term in SECTION
8.1(a)(i) and SCHEDULE M.B, as applicable.

"ENHANCEMENT" means any modification or addition to the functionality of the
Amdocs Software Package that is included in the Modernization Plan or has been
referred to or gone through the Change Management process set forth in SECTION
9.5.

"ENTERPRISE INTEGRATION ARCHITECTURE" has the meaning ascribed to such term in
SECTION 4.2(a).

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 14
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"ENTITY" means a corporation, partnership, joint venture, trust, limited
liability company, association or other organization.

"ENVELOPE PARAMETER" has the meaning ascribed to such term in SECTION 3 of
SCHEDULE J.

"ENVELOPE UNIT RATE" has the meaning ascribed to such term in SECTION 3 of
SCHEDULE J.

"ENVIRONMENTAL CLAIMS" means any claim, suit, action, proceeding, notice,
inquiry, request for information, lien, or judgment arising out, as a result of,
or in connection with any Environmental Law.

"ENVIRONMENTAL LAWS" means Laws related to (i) pollution or the protection of
air, ground or surface water, soil, or other environment media, (ii)
occupational health and safety, or (iii) Hazardous Materials.

"EQUIPMENT LEASES" means all leasing arrangements whereby AT&T leases Equipment
as of the Commencement Date which will be used by Amdocs to perform the Services
after such Commencement Date. Equipment Leases consist of those leases
identified on SCHEDULE F.2.

"EQUIPMENT" means all computing, networking and communications equipment or
Hardware procured, provided, operated, supported, or used by Amdocs in
connection with the Services, including (i) mainframe, midrange, server and
distributed computing equipment and associated attachments, features,
accessories, peripheral devices, and cabling, (ii) personal computers, laptop
computers and workstations and associated attachments, features, accessories,
peripheral devices, and cabling, and (iii) voice/video telecommunications and
network equipment and associated attachments, features, accessories, peripheral
devices, and cabling.

"EVENT OF LOSS" has the meaning ascribed to such term in SECTION 16.2(a).

"EXCLUDED SERVICES" has the meaning ascribed to such term in SECTION 4.1(e).

[**]

"EXPECTED SERVICE LEVEL" means the desired level of performance for a Critical
Service Level or Key Measurement as set forth in ATTACHMENT A as defined in
SCHEDULE G.

"[**]" has the meaning ascribed to such term in SECTION 11.5(a).

"FARA EFFECTIVE DATE" has the meaning ascribed to such term in the Preamble to
the

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 15
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Agreement.

"FARA" has the meaning ascribed to such term in the Preamble to the Agreement.

"FCPA" means the Foreign Corrupt Practices Act.

"FINAL MAJOR MILESTONE" means the Final Major Milestone as identified in Section
2.0 of ATTACHMENT A to SCHEDULE A.

"FINAL RESOLUTION" means when the Application meets the business requirements in
place prior to the error that resulted in the Call to the Help Desk, and the
user that reported the problem has been contacted by the Help Desk
representative and agrees that it has been resolved.

"FIXED LOE" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.

"GOOD WORKING ORDER" means, with respect to Equipment or Software, that such
Equipment or Software is performing the portion of the Services to which it is
assigned.

"GOVERNANCE TEAM" means AT&T's and Amdocs' team of individuals identified in
SCHEDULE E as the "Governance Team".

"GOVERNMENT REQUIREMENT" has the meaning ascribed to such term in SECTION
19.3(b)(III).

"HARD IMAC" has the meaning ascribed to such term in SECTION 3.0 of PART 4 OF
SCHEDULE E.

"HARDWARE REPAIR CALL" means a Call by an user notifying the Help Desk of
degradation in functionality or performance for Hardware.Hardware Repair Calls
shall not include Calls relating to degradation in performance resulting from
problems other than the Hardware or Software (such as network problems),
provided that if Amdocs mistakenly diagnoses a problem as something other than
Hardware or Software, and such diagnosis is wrong, and the problem is actually
Hardware-related or Software-related, such Call shall be counted as a Hardware
Repair Call at the time such Call was originally made.

"HARDWARE" or "HARDWARE ASSETS" means the computers and related equipment used
in connection with the provision of the Services, including central processing
units and other processors, controllers, modems, communications and
telecommunications equipment (voice, data and video), cables, storage devices,
printers, terminals, other peripherals and input and output devices, and other
tangible mechanical and electronic equipment intended for the processing, input,
output, storage, manipulation,

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 16
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

communication, transmission and retrieval of information and data.

"HAZARDOUS MATERIALS" means any and all materials that are regulated by the
federal or any state or local government during use, transportation, handling,
storage, treatment, and/or disposal/recycling. These materials include, but are
not limited to, materials that are regulated as (i) "hazardous materials" under
the Hazardous Materials Transportation Act and the Control of Radioactive
Contamination of the Environment Law, (ii) "chemical hazards" under the
Occupational Health and Safety Administration ("OSHA") Standards, (iii)
"chemical substances or mixtures" under the Toxic Substances Control Act, (iv)
"pesticides" under the Federal Insecticide, Fungicide and Rodenticide Act, and
(v) "hazardous waste" as defined or listed under the Resource Conservation and
Recovery Act ("RCRA").

"HEAVY JOBS" are defined as batch jobs that affect a large population of the
database and are expected to run over a long time (such as NPA Splits,
conversion extracts). Heavy jobs need to be scheduled in the weekend as much as
possible. In case such a job is scheduled during the week its impact on the
batch cycle needs to be evaluated and discussed with the Governance Team prior
to job execution.

"HELP DESK SPEED OF ANSWER AFTER AUTOMATED MENU SELECTION" means the time
between the Caller's selection of the option on the Help Desk voice response
unit's menu that leads to a live person and the time that a live person answers
ready to start working on the Call.

"HELP DESK" means an Amdocs-managed help desk function that provides reactive
and proactive problem determination, resolution and /or tracking, as applicable,
under the Agreement.

"HIGH LEVEL ESTIMATE" or "HLE" means an initial or high level aggregate
estimate, as opposed to a DE.

"HIGH PRIORITY" has the meaning ascribed to such term in ATTACHMENT F of
SCHEDULE G.

"IMAC" means an installation of new Hardware and/or Software or a movement of,
adds to, or change to any installed Hardware and related Software. An IMAC may
include account/ password changes."

"INCLUDE" and its derivatives mean "including without limitation." This term is
as defined, whether or not capitalized in this Agreement.

"INCOME TAX" means any tax on or measured by the net income of a Party
(including taxes on capital or net worth that are imposed as an alternative to a
tax based on net or gross income), or taxes which are of the nature of excess
profits tax, minimum tax on tax

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 17
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

preferences, alternative minimum tax, accumulated earnings tax, personal holding
company tax, capital gains tax or franchise tax for the privilege of doing
business.

"INITIAL MP REVIEW PERIOD" has the meaning ascribed to such term in SECTION 16.0
of SCHEDULE A.

"INITIAL TERM" has the meaning ascribed to such term in SECTION 3.1.

"[**]" and its derivatives mean, with respect to [**] other than [**] (as such
terms are defined [**] Effective Date.

"IT" means information technology.

"KEY AMDOCS PERSONNEL" means the Amdocs Personnel designated in SCHEDULE C as
Key Amdocs Personnel, which list may change from time to time by mutual written
agreement of the Parties; provided that the [**] Key Amdocs Personnel shall [**]
under this Agreement.

"KEY BUSINESS DELIVERABLE" has the meaning ascribed to such term in SCHEDULE G.

"KEY MEASUREMENTS" mean those Service Levels identified as such in ATTACHMENT A
and described in ATTACHMENT B of SCHEDULE G and for which no Service Level [**]
is payable.

"LAN SEGMENT" means a separate AT&T Local Area Network, which shall include
servers, cabling, gateways, hubs, switches, router connections (to the LAN
Segment), local backbones and other communications equipment, but not PCs.

"LAPTOP PC" means an user's laptop PC configuration, including Standard Hardware
(e.g., docking station, monitor, PCMCIA modem, keyboard, CPU, mouse,
peripherals, printers, plotters, video adapters, etc.), core system and user
Software (e.g., Operating System Software, memory manager, device drivers,
configuration scripts, e-mail, productivity tools, etc.). A Laptop PC may have
Standard or Non-Standard Hardware or Software.

"LATE DATA TRANSMISSION" means any data transmission either through magnetic
media, CD-Roms or via Communication devices that are not received by the
receiving party by the documented schedule date and time.

"LAWS" means all national, federal, intergovernmental, regional, common, state
and local laws, statutes, regulations, rules, executive orders, supervisory
requirements, directives, circulars, opinions, orders, interpretive letters and
other official releases of or by any government or quasi-governmental authority,
or any authority, department or agency

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 18
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

thereof, or any self-regulatory organization, anywhere in the world, including
Privacy Laws.

"LEASE REFRESH" means the process by which leased Equipment is replaced upon
expiration of the lease term. A high level description of the lease refresh
process is set forth in SCHEDULE G -- ATTACHMENT R, Lease Refresh Process.

"LEGACY SERVICES" has the meaning ascribed to such term in Whereas clauses of
the Agreement.

"LEVEL 1 SUPPORT" has the meaning ascribed to such term in SECTION 3.0 of PART 1
OF SCHEDULE E.

"LEVEL 2 SUPPORT" has the meaning ascribed to such term in SECTION 3.0 of PART 1
OF SCHEDULE E.

"LEVEL 3 SUPPORT" has the meaning ascribed to such term in SECTION 3.0 of PART 1
OF SCHEDULE E.

"LEVEL-1 HELP DESK" is a Help Desk that provides the initial response to Users.
The typical Level-1 Help Desk functions include Call answer, problem tracking,
resolution of problems, problem escalation to second or third-level support, and
dispatch of on-site support.

"LEVEL-2 HELP DESK" means those people and facilities through which Amdocs will
respond to all Calls and contacts not resolved by the Level 1 Help desk. Calls
and contacts from users will route by the Level-1 Help Desk.

"LOCAL AREA NETWORK" or "LAN" means a data network (typically within a building
or campus) which utilizes one of several data protocols and to which Hardware,
such as PCs and printers, is attached or otherwise connected such that users can
access or share Hardware and other resources.

"[**]" means a [**] standards.

"LOSSES" means all liabilities, damages, fines, penalties and claims (including
taxes), and all related costs and expenses (including reasonable legal fees and
disbursements and costs of investigation, litigation, settlement, judgment,
interest and penalties).

"MAINFRAME APPLICATION" means a System that is a mainframe Software application
operated by Amdocs.

"MAINTENANCE AND SUPPORT (SERVICES)" has the meaning ascribed to such term in

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
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                                    Page 19
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

SECTION 1.0 of PART 1 OF SCHEDULE E.

"MAINTENANCE WINDOW" means scheduled non business hours agreed by AT&T that will
be utilized to perform Systems maintenance for both Hardware and Software.

"[**]" means the [**] listed in SECTION 2.0 of ATTACHMENT A TO SCHEDULE A, [**].

"MAJOR RELEASE" means a new version of Software that includes changes to the
architecture and/or adds new features and functionality in addition to the
original functional characteristics of the preceding software release. These
releases are usually identified by full integer changes in the numbering, such
as from "7.0" to "8.0," but may be identified by the industry as a major release
without the accompanying integer change.

"MALICIOUS CODE" means (i) any code, program, or sub-program whose knowing or
intended purpose is to damage or interfere with the operation of the computer
system containing the code, program or sub-program, or to halt, disable or
interfere with the operation of the Software, code, program, or sub-program,
itself, or (ii) any device, method, or token that permits any person to
circumvent the normal security of the Software or the system containing the
code.

"MANAGED THIRD PARTIES" means the AT&T Third Party Contractors listed on
SCHEDULE E.5 and any substitute or replacement third party contractors
reasonably designated by AT&T pursuant to the provisions of SECTION 9.14.

"MATERIALS" means, collectively, Software, literary works, other works of
authorship, specifications, design documents and analyses, processes,
methodologies, programs, program listings, documentation, reports, drawings,
databases and similar work product.

"MAXIMUM NUMBER OF MEASUREMENTS" means the maximum number of Critical Service
Levels allowed at any given time -- which is [**], unless otherwise agreed. The
total number of Critical Service Levels and Key Measurements at any given time
should not exceed [**].

"MEASURED BACKUP" means a backup of applicable data files and Software for a
Measured System during the Scheduled backup window that includes the completion
of the following:

      -     For Applications, jobs that backup application data files, Software
            and databases according to the Application Disaster Recovery Plan or
            other agreed upon documentation for the Application.

      -     For Applications, perform full (non-incremental) or incremental
            (where full backups cannot be accomplished) backups weekly or as
            otherwise specified in this Agreement.

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                                    Page 20
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

      -     For infrastructure components used in connection with an
            application, jobs that backup operating systems, Software and user
            data (where appropriate).

      -     For cases in which technology solutions or methodologies selected do
            not execute a full backup (e.g., ADSM), incremental or revisional
            backups.

      -     For the avoidance of doubt, in no event will the Measured Backups
            occur less frequently than the current practice (as of the FARA
            Effective Date) between AT&T and Amdocs.

"MEASURED CHANGE" means a Change required to be performed using the Change
Control Procedures. In addition and without limiting the foregoing, Measured
Change shall include any Change affecting the Services that creates a negative
impact to the Eligible Recipient and was not performed according to the Change
Control Procedures, but that Amdocs and AT&T agree should have been.

"MEASURED FILE" means a single user file or directory of files.

"MEASURED IMAC REQUEST" means a completed and approved request for an IMAC that
is submitted to Amdocs through the Amdocs Service Request Management System and
is related to the Services. A Measured IMAC Request involving the same item for
up to [**] users or up to [**] items for a single user shall constitute a single
Measured IMAC Request, so long as the request for all such items is made on the
same Measured IMAC Request form and all such items are requested to be made as
of the same date and, if Hardware is necessary, all components are available and
on-site at the time of the request.

"MEASURED PROJECT" means an Applications or infrastructure project managed by
Amdocs for an Eligible Recipient that at a minimum meets the following criteria:
(i) the project must follow the project management methodology as outlined in
SCHEDULE E, and has a level of effort for Amdocs' personnel of at least [**]
person hours or a total cost to AT&T of at least [**] dollars ($[**].

"MEASURED SYSTEM" means the Systems identified in SCHEDULE B, including the
Applications and associated Application and user data whether resident on host
or distributed infrastructure components (other than desktop and other end user
devices), and infrastructure components (other than desktop and other end user
devices), for which Amdocs has operational responsibility.

"MEASUREMENT PERIOD" means monthly, unless otherwise noted herein or agreed by
the Parties.

"MEASUREMENT WINDOW" are times defined for each Critical Service Level, Key
Measurement and Critical One Time Deliverable as set forth in SCHEDULE G -

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                     companies except by written agreement.


                                    Page 21
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

ATTACHMENT B.

[**]

"MINIMUM SERVICE LEVEL" means the minimum level of performance for a Critical
Service Level or Key Measurement as set forth in ATTACHMENT A as defined in
SCHEDULE G.

"[**]" means [**], including [**] if the [**] Contract Year; or (b) less than or
equal to [**] Contract Year.

"MINOR RELEASE" means a scheduled release containing small functionality updates
and/or accumulated resolutions to defects or non-conformances made available
since the immediately preceding release (whether Major Release or Minor
Release). Minor Releases shall include "Maintenance Releases" which are
supplemental to and made available between Major Releases and other Minor
Releases, issued and provided under specific vendor service level or maintenance
obligations and contain only accumulated resolutions or mandated changes. These
releases are usually identified by a change in the decimal numbering of a
release, such as "7.12" to "7.13."

"[**]" has the meaning ascribed to such term in ATTACHMENT A to SCHEDULE A.

"MODERNIZATION MILESTONE" shall have the meaning provided in SECTION 4.2(b).

"MODERNIZATION PERIOD" means the period that commenced on the Commencement Date
under the SBC Agreement prior to the FARA Effective Date and which will expire
as set forth in SCHEDULE A, ATTACHMENT A, to this FARA, unless expressly
extended or otherwise agreed to in writing by the Parties.

"MODERNIZATION PLAN NOTIFICATION" has the meaning ascribed to such term in
Section 16.0 of SCHEDULE A.

"MODERNIZATION PLAN" means the plan set forth in SCHEDULE A and developed
pursuant to SECTION 4.2 hereof, which identifies all material transition tasks,
functions, responsibilities and Developed Materials to be undertaken by Amdocs
in connection with the implementation of the Amdocs System, and the dates by
which each will be completed by Amdocs.

"MODERNIZATION SERVICES" means all services, functions, responsibilities, tasks
and Developed Materials described in SECTION 4.2 to be performed or delivered by
Amdocs during the Modernization Period in accordance with this Agreement, as
such services, functions, responsibilities, tasks and Developed Materials may be
supplemented,

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  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
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                     companies except by written agreement.


                                    Page 22
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

enhanced, modified or replaced in accordance with this Agreement.

"MODERNIZATION" has the meaning ascribed to such term in SECTION 1.0 of SCHEDULE
A.

"MODULE" means a separately defined Software Component of a sub-system where
similar functions generally are contained within the same unit of programming
code and separate functions generally are developed as separate units of code.

"MONTHLY CHARGES" means the total charges for Services invoiced by Amdocs to
AT&T in any calendar month.

"MULTIPOINT" means any video conference that involves more than two locations
that require telecommunications connections.

"N RELEASE LEVEL" has the meaning ascribed to such term in SECTION 9.6(a).

"N-1 RELEASE LEVEL" has the meaning ascribed to such term in SECTION 9.6(a).

"NETWORK" means the telecommunications circuits, and the LAN/WAN equipment
supporting these circuits, between the user's Desktop PC, Laptop PC, Windows
Terminal, fixed-function terminal, or other device, the AT&T Facility Hardware,
and the Amdocs Data Center Hardware or other Eligible Recipient Hardware.

"NEW ADVANCES" has the meaning ascribed to such term in SECTION 11.6(c).

"NEW SERVICES" means services requested by AT&T and provided by Amdocs to AT&T
that are [**], the Services as of the time of the determination of the nature of
the services, and for which there is [**] provided in this Agreement.

"NEWGEN" has the meaning ascribed to such term in SECTION 1.0 of SCHEDULE A.

"[**] MEASUREMENT PERIOD" means the [**] of measurements immediately preceding
the month in which AT&T provided written notice to Amdocs used to establish the
Expected Service Level and Minimum Service Level.

"NO CHARGE REVISION" has the meaning ascribed to such term in SECTION
9.5(c)(i)(1).

"NONCOMPLIANCE" means noncompliance in any material respect with the applicable
Specifications.

"NON-DEVELOPMENT MODERNIZATION ALLOTMENT" has the meaning ascribed to such term
in SECTION 2.0 of SCHEDULE A.

"NON-STANDARD" means that Hardware or Software that has not been approved by

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      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 23
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

AT&T as Standard.

"NORMAL BATCH CONDITIONS" is defined as a batch cycle that is expected to start
and end on its regular scheduled time unless impacted by the following
exclusions:

      -Heavy Jobs
      -System or database unavailability
      -AT&T authorized client negotiated

"NOTICE OF COMPLETION" means Amdocs' written notice to AT&T that a Deliverable
has been completed and delivered to AT&T (and that such Deliverable is ready for
Testing by AT&T).

"NOTICE OF DISPUTE" has the meaning ascribed to such term in SECTION 19.2(c).

"NOTICE OF ELECTION" has the meaning ascribed to such term in SECTION 17.5(a).

"OFFSHORE IMPACT" has the meaning ascribed to such term in SECTION 15.10(o).

"OFFSHORE SERVICES" has the meaning given to it in SECTION 15.10(o).

"ON-GOING MODERNIZATION (SERVICES)" has the meaning ascribed to such term in
SECTION 1.0 of PART 1 OF SCHEDULE E.

"OPERATING SYSTEM SOFTWARE" means the Software control program in a CPU that
provides the interface to the CPU and its associated Hardware, and the usage and
allocation of memory resources, processor resources, input/output resources, and
security resources.

"ORDER" means a document substantially in the form of EXHIBIT 4.

"OUTER MARKER" has the meaning ascribed to such term in SECTION 3 of SCHEDULE J.

"OUT-OF-POCKET EXPENSES" means [**] out-of-pocket expenses [**] under this
Agreement and which are otherwise in accordance with AT&T's Expense Guide and
Policies attached hereto as EXHIBIT 11. Out-of-pocket expenses [**].

"OUTSOURCING SERVICES" means all services, functions, responsibilities, tasks
and Developed Materials described in SCHEDULE E to be performed or delivered by
Amdocs during the term of this Agreement and in accordance with this Agreement,
as such services, functions, responsibilities, tasks and Developed Materials may
be supplemented, enhanced, modified or replaced in accordance with this
Agreement.

"PAC" or "PERFORMANCE ACTION COMMITTEE" means the committee set up to evaluate

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                     companies except by written agreement.


                                    Page 24
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

and determine the root cause of performance problems relating to Systems and
Applications. See SCHEDULE G - ATTACHMENT V for a more complete description.

"[**]" means the expenses listed in SCHEDULE J for which [**], in accordance
with [**] in connection with [**].

"PASSWORD RESET" means using appropriate Software commands to restore a Password
to usable status.

"PASSWORD" means a code identified with an user to enable access to AT&T
Systems.

"PC AND LAPTOP SYSTEMS REPAIR CALL" means a Call by an user notifying the Help
Desk of degradation in functionality or performance for a PC or Laptop.

      PC and Laptop Systems Repair Calls shall not include Calls relating to
      degradation in performance resulting from problems other than the Hardware
      or Software (such as network problems), provided that if Amdocs mistakenly
      diagnoses a problem as something other than Hardware or Software, and such
      diagnosis is wrong, and the problem is actually Hardware-related or
      Software-related, such Call shall be counted as a Hardware Repair Category
      Repair Call at the time such Call was originally made.

"PC" means an user personal computer or Workstation forming a part of the
Hardware including all AT&T specified Software installed thereon, and all AT&T
specified Hardware attached or connected thereto (including display monitors,
keyboards, mice and printers, but excluding non-office Hardware e.g., robotics,
environmental control devices, etc.), and all AT&T network attachments,
provided, however, any AT&T specified Hardware item connected with more than one
personal computer or Workstation shall be deemed to be a part of only one
personal computer as selected by AT&T in its discretion. A PC may have Standard
or Non-Standard Hardware or Software.

"PERFORMANCE CATEGORY" means a grouping of Critical Service Levels as set forth
in SCHEDULE G - ATTACHMENT A.

"PIW" or "PLANNING INITIATIVE WORKSHEET" means a planning initiative worksheet.

"POLICY AND PROCEDURES MANUAL" has the meaning ascribed to such term in SECTION
9.1(a).

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 25
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"[**]" means [**] and:

      (i)   [**];

      (ii)  [**] after the FARA Effective Date [**] thereof;

      (iii) [**] after the FARA Effective Date, [**] under this Agreement;

      (iv)  [**] after the FARA Effective Date;

      (v)   [**]; or

      (vi)  as to which [**].



[**]

"PRIME RATE" has the meaning set forth in SECTION 9.9(c).

"PRIVACY LAWS" means Laws relating to data privacy, trans-border data flow or
data protection such as the implementing legislation and regulations of the
European Union member states under the European Union Directive 95/46/EC.

"PRODUCT" means any Hardware, Software or supply item provided by Amdocs or AT&T
pursuant to the Agreement.

"PRODUCTION CUTOVER COMPLETION DATE" has the meaning ascribed to such term in
ATTACHMENT A to SCHEDULE A.

"PROJECT IMAC" has the meaning ascribed to such term in SECTION 3.0 of PART 4 OF
SCHEDULE E.

"PROJECT MANAGER" means the AT&T and Amdocs project or systems operations
managers for the applicable project or system.

"PROPRIETARY INFORMATION" has the meaning ascribed to such term in SECTION
13.3(a).

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 26
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"PUBLICITY MATTERS" has the meaning ascribed to such term in SECTION 21.11.

"PURCHASE AGREEMENT" means the Purchase Agreement entered into between Amdocs,
Inc., and Southwestern Bell Yellow Pages, Inc. effective as of April 14, 2003.

"R. H. DONNELLEY" means either individually or jointly, R. H. Donnelley
Corporation, a Delaware corporation and R. H. Donnelley Publishing & Advertising
of Illinois Partnership, an Illinois general partnership.

"REASONABLE CURRENCY" has the meaning ascribed to such term in SECTION 9.6(a).

"REPAIR CALL" means a Call (or an e-mail) by an user notifying the Help Desk of
degradation in functionality or performance in Equipment or Software. Repair
Calls shall not include Calls relating to degradation in performance resulting
from problems other than the Equipment or Software (such as network problems),
provided that if Amdocs mistakenly diagnoses a problem as something other than
Equipment or Software, and such diagnosis is wrong, and the problem is actually
Equipment-related or Software-related, such Call shall nevertheless be counted
as a Repair Call at the time such Call was originally made.

"REPLACEMENT THIRD PARTY SOFTWARE" has the meaning ascribed to such term in
SECTION 9.6(b).

"REPORTS" has the meaning ascribed to such term in SECTION 9.2(a).

"[**]" means the [**] Amdocs AT&T licensed Third Party Software, Third Party
Contracts, Equipment Leases (including related warranties); (ii) to grant Amdocs
the right to use and/or access the AT&T licensed Third Party Software in
connection with providing the Services; (iii) to grant AT&T and the Eligible
Recipients the right to use and/or access the Amdocs Owned Software, Third Party
Software and Equipment acquired, operated, supported or used by Amdocs in
connection with providing the Services; (iv) to assign or transfer to AT&T any
Developed Materials, (v) to assign or transfer to AT&T or its designee Amdocs
Owned Software, Third Party Software, Third Party Contracts, Equipment Leases or
other rights following the expiration or termination of this Agreement to the
extent provided in this Agreement; and (vi) [**] in connection with Amdocs'
provision of the Services.

"RESOLUTION" or "RESOLVE" means the elapsed time between the time Amdocs
receives notification of a problem through the help desk tracking system of a
problem or service request, and the time that Amdocs restores the full
functionality of the service or completes the service request and such service
is acceptable to AT&T.

"RESOLVABLE CALL" means, for all Services, any Call capable of being resolved by
the

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  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 27
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

Level-1 Help Desk within a [**] period during the Measurement Window to report a
problem, except Calls that require:

         -  A physical dispatch of a person to the relevant site to resolve
            the problem;
         -  Calls to be routed to another service provider to resolve the
            problem;
         -  Resolution by business or engineering applications support personnel
            to fix the problem (e.g., ABEND, application rerun, etc.);
         -  Resolution by a Software provider to fix the problem (e.g., Software
            fix, new release, etc.);
         -  A software reload or reconfiguration reset that takes more than the
            available time, due to physical hardware or network limitations on
            data transfer;
         -  Resolution of network issues outside of the scope of the services
            provided by Amdocs; or
         -  Resolution of a problem caused by hardware or software not supported
            by Amdocs under any of the applicable contractual agreements with
            Eligible Recipient.
      For the avoidance of doubt, if any of the above exceptions exist for a
      Help Desk Call, and the Help Desk attendant should have been able to solve
      the problem by using then-currently installed tools, the Help Desk Call
      will be classified as capable of being resolved during the first Call to
      the Help Desk and will be counted as unresolved rather than being excluded
      from the calculation.

"ROOT CAUSE ANALYSIS" means the formal process conducted by Amdocs with Eligible
Recipient assistance, specified in the Policy and Procedures Manual, to be used
[**] as specified in SECTION 7.4 or as requested by AT&T.

"SAVINGS EVENT" has the meaning ascribed to such term in SECTION 10.2.

"SBC AGREEMENT COMMENCEMENT DATE" means [**].

"SBC AGREEMENT EFFECTIVE DATE" means January 9, 2003.

"SBC AGREEMENT" has the meaning ascribed to such term in the recitals.

"SCHEDULED BACKUP WINDOW" means the scheduled time to complete Backups of
applications and infrastructure components according to the agreed upon
documentation for the application or infrastructure components.

"SCHEDULED BATCH JOB" means a sequence of computer programs that are
assigned/sent to a computer to run without further user interaction and are
scheduled, in connection with the Services, by an user or Amdocs to run
automatically at a certain time.

                      RESTRICTED - PROPRIETARY INFORMATION
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      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 28
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"SCHEDULED UPTIME" means that period of time (days of the week and hours per
day) during which a particular System, Application, Software, Hardware or any
other part of the Services is expected to be available to Eligible Recipient for
normal business use.

"SDLC" means software development lifecycle.

"SEAT CHARGE" has the meaning ascribed to such term in SECTION 5.2 of SCHEDULE
J.

"SEAT COST" has the meaning ascribed to such term in SECTION 5.2 of SCHEDULE J.

"SERVER SYSTEM" means the System associated with a server, including the
processor and associated storage devices, cabling, peripherals and other
Equipment.

"SERVERS SYSTEM REPAIR CALL" means a Call by an user notifying the Help Desk of
degradation in functionality or performance in a Server or a peripheral.

Servers System Repair Calls shall not include Calls relating to degradation in
performance resulting from problems other than the Equipment or Software (such
as network problems), provided that if Amdocs mistakenly diagnoses a problem as
something other than Equipment or Software, and such diagnosis is wrong, and the
problem is actually Equipment-related or Software-related, such Call shall be
counted as a Server Systems Repair Call at the time such Call was originally
made.

"SERVICE LEVEL [**] ALLOCATION PERCENTAGE" means the [**].

"SERVICE LEVEL [**]" has the meaning ascribed to such term in SECTION 7.3(a) and
SCHEDULE G.

"SERVICE LEVEL FAILURE" means a "Minimum Service Level Failure" or "Expected
Service Level Failure."

"SERVICE LEVELS" means, individually and collectively, the performance standards
for the Services set forth in SCHEDULE G, as such performance standards may be
adjusted pursuant to this Agreement.

"SERVICE REQUEST" means an AT&T Approved Request for Services submitted by an
user or created and submitted on behalf of an user using the mutually agreed
upon process.

"SERVICE REVISION PROPOSAL" has the meaning ascribed to such term in SECTION
9.5(c)(i).

"SERVICE REVISION" has the meaning ascribed to such term in SECTION 9.5(c)(i).

"SERVICE TAXES" means all sales, use, excise, and other similar taxes that are
assessed

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 29
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

against either Party on the provision of the Services as a whole, or on any
particular Service received by AT&T or the Eligible Recipients from Amdocs,
excluding Income Taxes.

"SERVICES" means, collectively and as further described in SECTION 4.1, the
services, functions and responsibilities described herein as a responsibility of
Amdocs and to be provided by Amdocs pursuant to this Agreement as they may be
supplemented, enhanced, modified or replaced during the term of this Agreement
in accordance with this Agreement; including, without limitation: (i) the
Outsourcing Services; (ii) the Modernization Services; (iii) the Transition
Services; (iv) the Termination Assistance Services; and (v) any services
provided pursuant to SECTION 9.5(c); provided, however, the Services do not
include Excluded Services to the extent described in SCHEDULE I.

"SHARED SUBCONTRACTORS" has the meaning ascribed to such term in SECTION
9.11(b).

"SOFT IMAC" has the meaning ascribed to such term in SECTION 3.0 OF PART 4 of
SCHEDULE E.

"SOFTWARE" means computer programs, together with input and output formats, the
applicable source or object codes, programming tools, data models, flow charts,
outlines, narrative descriptions, operating instructions, software manufacturing
instructions and scripts, test specifications and test scripts and supporting
documentation, and shall include the tangible media upon which such programs and
documentation are recorded, including all authorized reproductions, corrections,
updates, new releases, and new versions of such Software and shall further
include all enhancements, translations, modifications, updates, upgrades, new
releases, substitutions, replacements, and other changes to such computer
programs.

"SPECIALIZED SERVICES" has the meaning ascribed to such term in SECTION 9.8.

"SPECIFICATIONS" means, with respect to Software, Equipment, Systems or other
contract deliverables to be designed, developed, delivered, integrated,
installed and/or tested by Amdocs, the technical, design and/or functional
specifications (including the DFS with respect to the Amdocs Software Package)
in SCHEDULES A, E or H, in third party vendor standard documentation, in a New
Services or project description requested and/or approved by AT&T or as
otherwise agreed upon in writing by the Parties.

"STANDARD PRIORITY" has the meaning ascribed to such term in ATTACHMENT F of
SCHEDULE G.

"STANDARD PRODUCTS" means, collectively, the Software and Equipment in the
Product Catalogue.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 30
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"STANDARD" means that hardware and/or software that has been approved by AT&T
and certified by the Amdocs.

"STRATEGIC DECISIONS" shall have the meaning ascribed to such term in SECTION
9.4 of this Agreement.

"SUBCONTRACTORS" means subcontractors (of any tier) of Amdocs, including Shared
Subcontractors (as defined in SECTION 9.11(b)). The list of Subcontractors
approved by AT&T shall be maintained by the Parties and may be updated in
accordance with the Policy and Procedures Manual. As of the FARA Effective Date,
such AT&T approved Subcontractors are set forth in SCHEDULE D.

"SUBSTANCE RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal, or
other movement into the air, ground, surface water, groundwater, soil, or other
environmental media.

"SUB-SYSTEM" means any collection or aggregation of one (1) or more Applications
or other components to a System that are designed to perform or are performing,
or capable of performing, in accordance with the applicable functional
specifications (development only) and Statement of Work.

"SYSTEM CHANGE" means those Changes that are Software, System, or Equipment
related Changes, including certain Enhancements, Major Releases, Minor Releases,
changes to programs, manual procedures, scripts, distribution parameters, or
schedules, as well as a change or delay in any implementation schedule relating
to the Software, Equipment, or System (e.g., the implementation schedule set
forth in the Modernization Plan or in any Change Request).

"SYSTEM CRITICAL SCHEDULED UPTIME" means the amount of minutes within the
applicable Measurement Window for the System as set forth in SERVICE LEVEL
ATTACHMENT SLA-1 to SCHEDULE G.

"SYSTEM DOWNTIME" means the total time per calendar month out of the System
Critical Scheduled Uptime, as measured in minutes, that the System for which
availability is being computed is not Available for Use.

"SYSTEM SOFTWARE" means those programs, including Documentation and materials,
that perform tasks basic to the functioning of the Hardware and which are
required to operate the Eligible Recipient Applications Software or otherwise
support the provision of Services by Amdocs. Systems Software includes Operating
Systems Software and Systems utilities.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 31
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

"SYSTEM" means an interconnected grouping of Equipment, Software and associated
attachments, features, accessories, peripherals and cabling, and all additions,
modifications, substitutions, upgrades or enhancements to such System, to the
extent a Party has financial or operational responsibility for such System or
System components under SCHEDULE E. System shall include all Systems in use as
of the Effective Date, all additions, modifications, substitutions, upgrades or
enhancements to such Systems and all Systems installed or developed by or for
Amdocs following the Effective Date in connection with the Services.

"T&M" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.

"TERM" has the meaning ascribed to such term in SECTION 3 of this Agreement.

"TERMINATION ASSISTANCE SERVICES" means the Services described in SECTION 4.4.

"[**]" means the [**] under this Agreement. [**] as of the effective date [**].

"TESTING" with respect to the Amdocs System (and any associated Software,
Equipment, or Systems) and Developed Materials means the performance of the
applicable tests and procedures set forth in this Agreement, the Modernization
Plan or the applicable Order, as well as any other tests and procedures which
AT&T, in consultation with Amdocs, may deem necessary or desirable or which the
Parties may agree upon in determining whether the Amdocs System is in
Compliance.

"THIRD PARTY CONTRACTS" means all agreements between third parties and AT&T or
Amdocs that have been or will be used to provide the Services to the extent a
Party has financial or operational responsibility for such contracts under this
Agreement. Third Party Contracts shall also include all such agreements in
effect (or that are required to be in effect) as of the FARA Effective Date as
such are identified in SCHEDULES F.3 AND F.3.B.

"THIRD PARTY SOFTWARE" means all Software products (and all modifications,
replacements, upgrades, enhancements, documentation, materials and media related
thereto) that are provided under license or lease to Amdocs or AT&T to the
extent a Party has financial or operational responsibility for such Software
products under SCHEDULES E.1 OR E.1.B. Third Party Software shall include all
such programs in use (or required to be in use) as of the FARA Effective Date as
identified on SCHEDULES B, B.B , F.4 AND F.4.B. Third Party Software also shall
include all such programs licensed and/or leased after the Effective Date.

"THRESHOLD" has the meaning ascribed to such term in SECTION 3 of SCHEDULE J.

"TIER 1 APPLICATION" means any application that directly supports the sales
organization

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 32
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

or the support of customer (Yellow Pages ad buyers or directory listing
customers), facing resources, production, or billing of an AT&T product. This
also includes any application that supports legal contracts or regulatory
requirements. Examples of Tier 1 Applications are: Yellow Pages Contract system,
White Pages Contract, Pagination Systems, Billing Systems and Commissions
systems.

"TIER 2 APPLICATION" means all applications that do not directly support the
sales organization or customer (Yellow Pages and buyers or directory listing
customers) facing resources, production, or billing of an AT&T product. This
also excludes any application that supports legal contracts or regulatory
requirements. These applications generically are reporting or analysis systems.
Examples of Tier 2 Applications are the warehouse, sales reporting systems or
Marketing reporting systems.

"TIER-2 HELP DESK" means Level-2 Help Desk.

"TIME TO RESOLVE" means the elapsed time between registration of the problem to
Amdocs' Help Desk and the successful resolution (i.e., repair or workaround, not
escalation) of the problem as accepted by the user.

"TOWER" means an area or tower of related Services and all related
administrative and cross functional services (e.g., purchasing). The Towers are
the (i) the data center Services (including mainframe, midrange, and disaster
recovery), (ii) help desk Services, (iii) end-user support Services (e.g., field
and desktop support), and (iv) application development and maintenance Services,
as each are described in SCHEDULE E and otherwise throughout this Agreement.

"TRANSITION MILESTONE" means each date identified on a Transition Plan as a
milestone by which Amdocs shall have completed a certain task or set of tasks in
the Transition Plan in a manner reasonably acceptable to AT&T.

"TRANSITION PERIOD" means the period that commences on the Effective Date (or
such other date that a particular transition begins under a Transition Plan) and
expires 12:00:01 a.m., Eastern Time, on the designated period in the Transition
Plan (or if not so indicated, ninety (90) days) following the Commencement Date
for the applicable Services being transitioned, unless expressly extended in
writing by the Parties.

"TRANSITION PLAN" means any of the plans (or the framework for a plan) set forth
in SCHEDULE H and developed pursuant to SECTION 4.3, which identifies all
material transition tasks and deliverables to be undertaken by Amdocs in
connection with the transition of the applicable Services to Amdocs, and the
dates by which each will be completed by Amdocs.

"TRANSITION SERVICES" means the services, functions and responsibilities
described in

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 33
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

SECTION 4.3 to be performed by Amdocs during each of the Transition Periods.

"TRANSITIONED EMPLOYEES" means [**].

"TSS" means technical support system.

"UPGRADE" and its derivatives means updates, renovations, modifications,
additions and/or new versions or releases of Software or Equipment by Amdocs.
Unless otherwise agreed, financial responsibility for the costs, fees and
expenses associated with an Upgrade of Software or Equipment shall be allocated
between the Parties in accordance with SECTION 6.4(a) and SECTION 6.5 and
SCHEDULE J.

"UTILITY RESOURCES" has the meaning ascribed to such term in SECTION 6.1(e).

"UTILIZE" means to (i) use, (ii) install, (iii) integrate, (iv) operate or host,
(v) execute, (vi) maintain, (vii) modify, (viii) enhance, (ix) create derivate
works of, (x) access, (xi) display, (xii) perform, (xiii) copy for archival or
disaster recovery or business continuity purposes, or (xiv) to internally
distribute in connection with any of the foregoing.

"VERSION UPGRADE RELEASES" means the scheduled exchange or modifications of a
Product for or into a Product that has greater or improved capability,
performance or specifications.

"WARN ACT" means the Worker Adjustment and Retraining Notification Act. --------

"WASTE FACILITY" has the meaning ascribed to such term in SECTION 17.4(b).

"WASTE TRANSPORTER" has the meaning ascribed to such term in SECTION 17.4(b).

"WASTE" means AT&T-owned Equipment for which Amdocs is operationally
responsible, which contains Hazardous Materials the disposal of which is
regulated by an Environmental Law.

"WEBSPHERE CONVERSION DELAY CREDIT" has the meaning ascribed to such term in
SECTION 9.4(c)(i).

"WEBSPHERE CONVERSION" has the meaning ascribed to such term in SECTION
9.4(c)(i).

"WIDE AREA NETWORK (WAN)" means a collection of computers connected (or
networked) to each other over a geographic area.

"WINDOWS TERMINAL" means a windows desktop with limited or no local processing
capability accessing the operating system and Applications via a link to a
server running

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 34
<PAGE>

                                                                      Schedule Y
                                                           Certain Defined Terms
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

terminal server operating software.

"WORKING HOURS" means hours spent working (e.g., not including normal break
activities such as meals).

"WORKSTATION" means a computer and peripheral devices that enable someone to do
work.

"WP" means White Pages.

"WRF" means work request form.

"YEAR 2000 COMPLIANT" or "YEAR 2000 COMPLIANCE" means that Software Equipment
and/or Systems (i) accurately process date information before, during and after
January 1, 2000, including accurately accepting date input, providing date
output and performing calculations on dates or portions of dates; (ii) function
accurately and without interruption before, during and after January 1, 2000,
without any change in operations associated with the advent of the new century;
(iii) respond to two (2) digit year date input in a way that resolves the
ambiguity as to year or century in a disclosed, defined and predetermined
manner; (iv) store and provide output of date information in ways that are
unambiguous as to year or century; and (v) properly exchange date and time data
with software, equipment and systems with which such Software, Equipment and/or
Systems with which it must interact and interoperate. Software, Equipment and/or
Systems shall not be deemed non-compliant to the extent any performance failure
is attributable to the failure of equipment, software or systems for which a
Party is not operationally responsible, but with which the Software, Equipment
and/or Systems must interact or interoperate, to be Year 2000 Compliant or to
correctly exchange date data with the Software, Equipment and/or Systems.

"YEARLY PERFORMANCE AVERAGE" means with respect to each Critical Service Level
for which there was a Service Level Failure during the preceding Contract Year,
the average of the Amdocs' monthly performances for that Critical Service Level
during that preceding Contract Year.

"YP" means Yellow Pages.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.


                                    Page 35
<PAGE>

                                                                       Exhibit 1
                                                                 Form Of Invoice
                                                           Contract No. 02026409
                                                        Amendment 02026409.A.010

                                    EXHIBIT 1
                                 FORM OF INVOICE

Supplier Name
Address
City, State Zip
Telephone Number

INVOICE NO: ________________                DATE: _______________

BILL TO: AT&T SERVICES, INC.
         100 E. Big Beaver
         Troy, Mi. 48083
         ATTN: AT&T IT Governance Financial Manager

<TABLE>
<CAPTION>
SERIAL NUMBER                  DESCRIPTION                  AMOUNT US DOLLARS
- -------------                  -----------                  -----------------
<S>             <C>                                         <C>
      1         In accordance with Information Technology      $xxx,xxx.xx
                Services Agreement No. 02026409:
                                                               -----------
(AMOUNT WRITTEN OUT)                                           $xxx,xxx.xx
                                                               ===========
</TABLE>

PAYMENT INSTRUCTIONS:
[**][**][**]

ABA/ROUTING: [**] ACCT: [**]

PAYMENT TERMS: PAYMENT DUE WITHIN [**] OF RECEIPT

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                     Page 1

<PAGE>

                                                                     Exhibit 1.b
                                                                   BAPCO Invoice
                                                          Contract No.: 02026409
                                                   Amendment No.: 02026409.A.010

Date

Liz Frankum
AT&T Services, Inc.
2247 Northlake Parkway, Suite 5A69
Tucker, GA 30084

INVOICE No. XXX
Reference No. XXX

Following is the Amdocs invoice for the total Charges due and payable for
(Month/Year) per the Information Technology Services Agreement (No. 02026409),
as amended.

<TABLE>
<CAPTION>
                 2007 Charges
                 ------------
<S>              <C>
Contracted CRs     $XXX.XX
Additional CRs     $XXX.XX
[**]               $XXX.XX
</TABLE>

If you have any questions regarding this billing, do not hesitate to contact:
Doobie Shemer at 678-406-2350 or Michal Rodan at 678-406.2273; or fax no.
678-406-2342.

Please reference invoice #XXX, XXX on your payment/wire transfer

Please remit payment to:
Bank:            [**]
Address          [**]
ABA / Routing    [**]
Account Number   [**]
Beneficiary:     [**]

Respectfully,

NAME: Tiffany Moyer


SIGNATURE:
           --------------------------
           A/R Revenue Manager

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                     Exhibit 1.b
                                                                   BAPCO Invoice
                                                          Contract No.: 02026409
                                                   Amendment No.: 02026409.A.010

INVOICE DETAILS

<TABLE>
<CAPTION>
[**]          Explanation      Fees
- -----------   -----------      ----
<S>    <C>    <C>           <C>
[**]
       [**]   [**][**]      [**]
[**]
       [**]   [**]          $X,XXX.XX
[**]                        $X,XXX.XX
</TABLE>

ADDITIONAL CR DETAILS

<TABLE>
<CAPTION>
[**][**]   [**]   [**][**]   [**][**]   [**][**]
- --------   ----   --------   --------   --------
<S>        <C>    <C>        <C>        <C>
  [**]     [**]     [**]       [**]       [**]
  [**]     [**]     [**]       [**]       [**]
  [**]     [**]     [**]       [**]       [**]
</TABLE>

[**]
[**]

<TABLE>
<CAPTION>
[**][**][**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**][**][**]
- ----------------   --------   --------   --------   --------   --------   --------   --------   ----------------
<S>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      [**]           [**]       [**]       [**]       [**]       [**]       [**]       [**]           [**]
      [**]           [**]       [**]       [**]       [**]       [**]       [**]       [**]           [**]
      [**]           [**]       [**]       [**]       [**]       [**]       [**]       [**]           [**]
</TABLE>

[**]

<TABLE>
<CAPTION>
[**][**][**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**]   [**][**][**][**]
- ----------------   --------   --------   --------   --------   --------   --------   --------   ----------------
<S>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      [**]           [**]       [**]       [**]       [**]       [**]       [**]       [**]           [**]
      [**]           [**]       [**]       [**]       [**]       [**]       [**]       [**]           [**]
      [**]           [**]       [**]       [**]       [**]       [**]       [**]       [**]           [**]
</TABLE>

[**]

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                       Exhibit 4
                                                                   Form of Order
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                                    EXHIBIT 4

                                  FORM OF ORDER

This Order shall be governed pursuant to the terms and conditions of Information
Technology Services Agreement No. 02026409 (the "Agreement"). Capitalized terms
not defined in this Order have the meaning given in the Agreement. Any
capitalized term not defined has its generally understood meaning in the context
in which it is used and the IT industry for the provision of ADM, Managed
Operations, Desktop and Help Desk services. Any terms and conditions in this
Order that modify or change the terms and conditions of the Agreement shall
apply to this Order only.

1.   DESCRIPTION OF MATERIAL AND/OR SERVICES:

     Amdocs will provide [FILL IN WHAT AMDOCS WILL PROVIDE AND REFERENCE THE
     APPENDIX THAT DESCRIBES THE APPLICABLE MATERIAL OR SERVICES].

     The Software and Program Material being ordered are ___________________,
     and IS [OR IS NOT] [[**] IS [OR IS NOT] required).

     Additional Specifications, including functionality requirements, and
     performance standards include:

2.   TERM OF AGREEMENT:

     [STATE THE TERM REQUIRED TO PERFORM SERVICES.]

3.   PERSONNEL TO PERFORM THE SERVICES:

     [STATE WHETHER THERE IS ANY SPECIFIC PERSONNEL REQUIRED TO PERFORM
     SERVICES.]

4.   LOCATION:

     [FILL IN WHERE SERVICES WILL BE PERFORMED OR MATERIAL WILL BE SHIPPED.]

5.   PRICES:

     [STATE THE APPLICABLE PRICE OR REFERENCE THE APPENDIX THAT STATES THE
     APPLICABLE PRICE.]

6.   PAYMENT:

     [PAYMENTS MUST BE LINKED TO MILESTONES; FOR INSTANCE, DELIVERY OF MATERIAL
     OR PERFORMANCE OF SERVICE.]

7.   INVOICES/BILLING INFORMATION:

     Invoices and billing information are to be sent to:

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                       Exhibit 4
                                                                   Form of Order
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     AT&T Services, Inc.

     Name:
           --------------------------
     Address:
              -----------------------
     Address:
              -----------------------

8.   PROJECT MANAGER/POINT OF CONTACT:

     The project manager and/or point of contact shall be:

     AT&T Services, Inc.

     Name:
           --------------------------
     Address:
              -----------------------
     Address:
              -----------------------

9.   NAME OF ELIGIBLE RECIPIENT ORDERING SERVICES:

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

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

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

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

10.  OTHER SPECIAL TERMS AND CONDITIONS APPLICABLE TO THE WORK ORDER ARE:

[REIMBURSEMENTS ARE COVERED IN EXHIBIT 11.]

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

AMDOCS, INC.                            AT&T SERVICES, INC.

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


By:                                     By:
    ---------------------------------       ------------------------------------

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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2
<PAGE>

                                                                       Exhibit 5
                                             NDA - AT&T Confidential Information
                                                          Contract No.: 02026409
                                                   Amendment No.: 02026409.A.010

                            NON-DISCLOSURE AGREEMENT

THIS AGREEMENT, effective on the date when signed by the last Party ("Effective
Date"), is between AT&T Services, Inc., a Delaware corporation, on behalf of
itself and its Affiliates (collectively "AT&T"), and (INSERT THIRD PARTY'S LEGAL
NAME (FOR EXAMPLE, ABC INC. OR JOHN SMITH, IN THE CASE OF AN UNINCORPORATED
INDEPENDENT CONTRACTOR)) A (INSERT STATE AND TYPE OF INCORPORATION, IF ANY,
AND/OR ADDRESS), on behalf of itself [and its Affiliates][INCLUDE REFERENCE TO
AFFILIATES IF A CORPORATE ENTITY IS EXECUTING THIS.] (collectively the
"Receiving Party"). Each Party may be referred to in the singular as a "Party"
or in the plural as the "Parties" to this Agreement.

The Parties agree as follows:

1.   In connection with (THE AGREEMENT AND SERVICES BETWEEN AMDOCS INC. AND
     AT&T REGARDING DIRECTORY SERVICES AND PROJECTS) [NOTE: PROVIDE A MORE
     DETAILED DESCRIPTION IF APPLICABLE] (!Project Name!) (the "Project), AT&T
     may find it beneficial to disclose to the Receiving Party certain
     confidential or proprietary information in written, oral or other tangible
     or intangible forms, which may include, but is not limited to, discoveries,
     ideas, concepts, know-how, techniques, designs, specifications, drawings,
     blueprints, tracings, diagrams, models, samples, flow charts, data,
     computer programs, disks, diskettes, tapes, marketing plans, customer names
     and other technical, financial or business information (individually and
     collectively, "Information"). Information provided by AT&T shall be deemed
     to be confidential and proprietary unless otherwise exempt as specified
     below.

2.   The Receiving Party further understands that, except as otherwise agreed in
     writing, the Information which it may receive concerning AT&T's future
     plans with respect to the Project is tentative and is not intended to
     represent firm decisions concerning the implementation of such plans.
     Information provided by AT&T does not represent a commitment to purchase or
     otherwise acquire any products or services from the Receiving Party. If
     AT&T desires to purchase or otherwise acquire any products or services from
     the Receiving Party, the Parties will execute a separate written Agreement
     to govern such transactions.

3.   The Receiving Party shall:

     a.   hold such Information in confidence with the same degree of care with
          which the Receiving Party protects its own confidential or proprietary
          Information, but no less than reasonably prudent care;

     b.   restrict disclosure of the Information solely to its employees,
          contractors and agents with a need to know such Information, advise
          those persons of their obligations hereunder with respect to such
          Information, and assure that such persons are bound by obligations of
          confidentiality no less stringent than those imposed in this
          Agreement;

     c.   use the Information only as needed for the purposes of the Project;

     d.   except for the purposes of the Project, not copy, distribute, or
          otherwise use such Information or knowingly allow anyone else to copy,
          distribute, or otherwise use such Information, and any and all copies
          shall bear the same notices or legends, if any, as the originals; and

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
 (!ATT!), (!Supplier!), their Affiliates and their third party representatives,
           except under written agreement by the contracting Parties.


                                        1

<PAGE>

                                                                       Exhibit 5
                                             NDA - AT&T Confidential Information
                                                          Contract No.: 02026409
                                                   Amendment No.: 02026409.A.010

     e.   upon request or completion of the Receiving Party's obligations with
          respect to the Project, promptly return to AT&T all Information that
          is in tangible form; as to Information that was disclosed in or is
          stored intangible form, including, but not limited to, electronic mail
          or other electronic communications, upon request by AT&T, the
          Receiving Party shall certify in writing within five (5) business days
          to AT&T that all such Information has been destroyed or, if the
          Information was recorded on an erasable storage medium, that Receiving
          Party has used reasonable efforts to erase all such Intangible
          Information.

4.   The Receiving Party possessing or receiving Information shall have no
     obligation to preserve the confidential or proprietary nature of any
     Information which:

     a.   was already known to the Receiving Party free of any obligation to
          keep it confidential at the time of its disclosure by AT&T as
          evidenced by the Receiving Party's written records prepared prior to
          such disclosure; or

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

     c.   is rightfully received from a third person having no direct or
          indirect secrecy or confidentiality obligation to AT&T with respect to
          such Information; or

     d.   is independently developed by an employee, contractor or agent of the
          Receiving Party or another party not associated with the Project and
          who did not have any direct or indirect access to the Information, as
          evidenced by the Receiving Party's written records; or

     e.   is approved for release by written authorization by AT & T; or

     f.   it is required to disclose pursuant to an order of a duly empowered
          government agency or a court of competent jurisdiction, provided due
          notice and an adequate opportunity to intervene is given to AT&T,
          unless such notice is prohibited by such order, in which case, the
          Receiving Party shall disclose only such Information as is required
          and shall use its reasonable efforts to obtain confidential treatment
          for any Information that is so disclosed.

5.   The obligations to maintain confidentiality, the restrictions on use,
     disclosure, duplication, protection, and security of Information and
     indemnification for breach thereof by Receiving Party shall survive the
     rescission, termination, or completion of this Agreement.

6.   The Information shall be deemed the property of AT&T, who exclusively shall
     retain all rights to such Information. Nothing contained in this Agreement
     shall be construed as granting or conferring any patent, copyright,
     trademark or other proprietary rights by license or otherwise in any such
     Information to the Receiving Party, except for the right to use such
     Information in accordance with this Agreement.

7.   This Agreement shall benefit and be binding upon the Parties hereto and
     their respective Affiliates, successors and assigns. For the purposes of
     this Agreement, the term "Affiliate" means (1) a company, whether
     incorporated or not, which owns, directly or indirectly, a majority
     interest in either Party (a "parent company"), and (2) a company, whether
     incorporated or not, in which a fifty percent (50%) or greater interest is
     owned, either directly or indirectly, by (i) either Party or (ii) a parent
     company.

8.   NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AT&T MAKES NO
     REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
 (!ATT!), (!Supplier!), their Affiliates and their third party representatives,
           except under written agreement by the contracting Parties.


                                        2

<PAGE>

                                                                       Exhibit 5
                                             NDA - AT&T Confidential Information
                                                          Contract No.: 02026409
                                                   Amendment No.: 02026409.A.010

     WITH RESPECT TO ANY INFORMATION FURNISHED HEREUNDER, INCLUDING, WITHOUT
     LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
     PURPOSE OR AGAINST INFRINGEMENT.

9.   In the event the Receiving Party discloses, disseminates, or releases any
     confidential or proprietary Information received from AT&T, except as
     provided in Section 4, such disclosure, dissemination, or release shall be
     deemed a material breach of this Agreement. In the event of such breach,
     AT&T may demand prompt return of all confidential and proprietary
     Information previously provided to the Receiving Party and terminate this
     Agreement. The provisions of this Section are in addition to any other
     legal rights or remedies AT&T may have in law or in equity.

10.  This Agreement may only be changed or supplemented by a written amendment
     signed by authorized representatives of the Parties to this Agreement.

11.  This Agreement shall be governed by and construed in accordance with the
     laws of the State of Texas, irrespective of its choice of law principles.
     Both Parties agree to comply with all laws, including, but not limited to,
     laws and regulations regarding the export of information outside the United
     States. The Receiving Party shall not knowingly transmit, directly or
     indirectly, in whole or in part, any Information of AT&T, or export,
     directly or indirectly, any product of the Information in contravention of
     the laws of the United States or the laws of any other country governing
     the aforesaid activities. The Receiving Party will not transfer any
     Information received hereunder or any product made using such Information
     to any country prohibited from receiving such data or product by the U.S.
     Department of Commerce Export Administration Regulations without first
     obtaining a valid export license and written consent of AT&T. In the event
     the Receiving Party violates the foregoing, the Receiving Party shall
     defend, indemnify, and hold harmless AT&T from and against any claim, loss,
     liability, expense or damage, including fines or legal fees, incurred by
     AT&T with respect to the export or re-export activities contrary to the
     foregoing. Notwithstanding any other provision of this Agreement or any
     Supplement attached hereto, this Section shall survive any termination or
     expiration of this Agreement and any Supplements attached hereto.

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
 (!ATT!), (!Supplier!), their Affiliates and their third party representatives,
           except under written agreement by the contracting Parties.


                                        3

<PAGE>

                                                                       Exhibit 5
                                             NDA - AT&T Confidential Information
                                                          Contract No.: 02026409
                                                   Amendment No.: 02026409.A.010

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which
may be in duplicate counterparts, each of which will be deemed to be an original
but all of which together shall constitute only one instrument.

[INSERT NAME OF RECEIVING PARTY]        AT&T SERVICES, INC.


By:                                     By:
    ---------------------------------       ------------------------------------
Printed Name: (!Signature!)             Printed Name: (!ATTSignature!)
Title: (!Title!)                        Title: (!ATTTitle!)

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

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
 (!ATT!), (!Supplier!), their Affiliates and their third party representatives,
           except under written agreement by the contracting Parties.


                                        4

<PAGE>

                                                                       Exhibit 6
                      Non Disclosure Agreement - Amdocs Confidential Information
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

                  NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ("Agreement") is made as of
the ______ day of _____________, 200_

BY AND BETWEEN:

AMDOCS, INC., a company organized and existing under the laws of State of
Delaware (hereinafter referred to as "AMDOCS");

AND

________________________________, a ______________________ [corporation,
partnership, etc.] organized and existing under the laws of ____________________
(hereinafter referred to as the "Receiving Party").

WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or the
author of and/or has the right to license certain valuable proprietary routines,
computer programs, documentation, trade secrets, systems, methodology, know-how,
marketing and other commercial knowledge, techniques, specifications, plans and
other proprietary information, all of which, including any related ideas and
look-and-feel, when and as provided to or accessed by Receiving Party in
connection with this Agreement and the Consulting Services are referred to in
this Agreement as "the AMDOCS Proprietary Information"; and

WHEREAS AMDOCS has been engaged by AT&T Services, Inc. (hereinafter referred to
as "AT&T") to provide certain information technology services to AT & T; and

WHEREAS the Receiving Party has been engaged as a ______________________
[subcontractor, consultant, vendor, etc.] by AT&T for
__________________________________ (add description of services) (hereinafter
referred to as the "Consulting Services"); and

WHEREAS AT&T has asked AMDOCS to allow the Receiving Party access to the AMDOCS
Proprietary Information for the purpose of being provided with the Consulting
Services; and

WHEREAS AMDOCS agrees to provide the Receiving Party with the requested access
to the AMDOCS Proprietary Information or to permit AT&T to provide such access
to the AMDOCS Proprietary Information, but only subject to the Receiving Party
first becoming obligated to confidentiality by signing this Agreement; and

WHEREAS AMDOCS and the Receiving Party wish to evidence by this Agreement the
manner in which the AMDOCS Proprietary Information will be treated;

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 1

<PAGE>

                                                                       Exhibit 6
                      Non Disclosure Agreement - Amdocs Confidential Information
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

NOW, THEREFORE, the parties agree as follows:

1.   The Receiving Party agrees to hold strictly confidential the AMDOCS
     Proprietary Information and shall not copy, distribute, disseminate or
     otherwise disclose the AMDOCS Proprietary Information to anyone other than
     to employees of AT&T or the Receiving Party who have a need to know such
     information for purposes of providing the Consulting Services.

2.   Furthermore, the Receiving Party hereby undertakes:

     (a)  not to use the AMDOCS Proprietary Information for any purposes other
          than the Consulting Services;

     (b)  not to make the AMDOCS Proprietary Information available to, or to
          permit its use by any third party, directly or indirectly, with the
          exception of AT&T as aforesaid;

     (c)  not to sell, grant or in any other way enable any third party to use
          the AMDOCS Proprietary Information;

     (d)  without derogating from the foregoing, during the term of this
          Agreement, not to use the AMDOCS Proprietary Information:

          (i)  for itself or any third party other than for AT&T and the
               Eligible Recipients (as defined in that certain Information
               Technology Services Agreement between AT&T and AMDOCS dated
               [Note: fill in Effective Date, 2007 (the "ITSA")) in connection
               with the performance of the Consulting Services and consistent
               with the use of such AMDOCS Proprietary Information contemplated
               under SECTION 6.9 of the ITSA;

          (ii) in competing with AMDOCS in the area of selling or licensing
               software system(s); and/or

          (iii) in operating a service bureau for others;

     (e)  that its personnel who receive access to the AMDOCS Proprietary
          Information will not: (i) use the name of AMDOCS (or any of its
          affiliated companies) in any marketing materials, publicity materials
          or materials submitted to a client or prospective client, except for
          AT&T, without the prior written consent of AMDOCS; (ii) disclose to
          any third parties that they have any familiarity with or knowledge of
          the AMDOCS Proprietary Information disclosed under this Agreement; and
          (iii) disparage AMDOCS, its products or services.[; and

     (f)  For Use with Direct Amdocs Competitors: for a period of one (1) year
          following the applicable Receiving Party's personnel's involvement in
          the Consulting Services, Receiving Party's personnel who received the
          AMDOCS Proprietary Information shall not: (i) perform software
          development, maintenance or support

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 2

<PAGE>

                                                                       Exhibit 6
                      Non Disclosure Agreement - Amdocs Confidential Information
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

          services relating to any part of AMDOCS' services or proprietary
          software products for any third parties, or (ii) participate in
          projects in which AMDOCS and Receiving Party are competing with
          respect to the selling or licensing of, or provision of software
          services with respect to, any software products having the same or
          similar functional characteristics as AMDOCS' proprietary software
          products.]

3.   Upon the termination and/or expiration of this Agreement for any reason
     and/or upon the conclusion of the Consulting Services and/or at the request
     of AMDOCS, the Receiving Party shall:

     (a)  return to AMDOCS any document or other material in tangible form in
          its possession being part of the AMDOCS Proprietary Information;
          and/or

     (b)  destroy any document or other material in tangible form that contains
          the AMDOCS Proprietary Information together with proprietary
          information of AT & T; and

     (c)  confirm such return and/or destruction in writing to AMDOCS.

4.   Disclosure of the AMDOCS Proprietary Information to the Receiving Party may
     be made in writing, in any tangible form or electronically or orally.

5.   Disclosure of the AMDOCS Proprietary Information to the Receiving Party
     shall in no way serve to create, on the part of the Receiving Party, a
     license to use, or any proprietary right in, the AMDOCS Proprietary
     Information or in any other proprietary product, trade mark, copyright or
     other right of AMDOCS.

6.   Any use by the Receiving Party of the AMDOCS Proprietary Information
     permitted under this Agreement is conditioned upon the Receiving Party
     first taking the safeguards and measures required to secure the
     confidentiality of such information as required by this Agreement. Without
     limiting the generality of the foregoing, the Receiving Party shall draw to
     the attention of its employees who shall have access to the AMDOCS
     Proprietary Information all the obligations contained in this Agreement,
     and shall cause each such employee to be bound by confidentiality
     obligations substantially similar to those herein [NOTE: For use only with
     Direct Amdocs Competitors and at Amdocs' request:, and shall require each
     such employee to sign a written acknowledgment substantially in the form of
     Annex A attached hereto and made a part hereof, and provide to AMDOCS such
     acknowledgements at AMDOCS' request].

7.   The confidentiality obligations of the Receiving Party regarding the AMDOCS
     Proprietary Information shall not apply to such information which:

     (a)  becomes publicly available without fault on the part of the Receiving
          Party;

     (b)  is lawfully obtained by the Receiving Party from any source other than
          AMDOCS or AT&T free of any obligation to keep it confidential;

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 3

<PAGE>

                                                                       Exhibit 6
                      Non Disclosure Agreement - Amdocs Confidential Information
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     (c)  is previously known to the Receiving Party without an obligation to
          keep it confidential, as can be substantiated by written records;

     (d)  is expressly released in writing from such obligations by AMDOCS;

     (e)  is independently developed by the Receiving Party without reference to
          AMDOCS Proprietary Information; or

     (f)  is required to be disclosed pursuant to law, regulation, judicial or
          administrative order or request by a governmental or other entity
          authorized by law to make such request; provided, however, that the
          Receiving Party first notifies AMDOCS to enable it to seek relief from
          such requirement, and renders reasonable assistance requested by
          AMDOCS (at AMDOCS' expense) in connection therewith.

8.   This Agreement shall be in full force and effect for a period commencing on
     the date first stated above and ending either four (4) years after the
     conclusion of the Consulting Services referred to herein or five (5) years
     from the date of the last disclosure, whichever occurs later.

9.   In the event that a copy of any part of the AMDOCS Proprietary Information
     cannot be returned as a result of physical impossibility, such copy shall
     be promptly destroyed and such destruction shall be certified in writing by
     the Receiving Party. The provisions of this paragraph are in addition to
     any other legal or equitable rights and remedies that AMDOCS may have.

10.  (a)  The Receiving Party acknowledges that a breach of this Agreement may
          cause AMDOCS extensive and irreparable harm and damage, and agrees
          that AMDOCS shall be entitled to seek injunctive relief to prevent use
          or disclosure of the AMDOCS Proprietary Information not authorized by
          this Agreement, in addition to any other remedy available to AMDOCS
          under applicable law.

     (b)  Furthermore, the Receiving Party hereby acknowledges that any breach
          of this Agreement may cause the termination of its engagement by AT&T
          and/or the provision of the Consulting Services as a result of AMDOCS'
          activities to protect its rights under this Agreement, and agrees that
          it shall have no recourse or claim of action against AMDOCS and/or
          AT&T based upon or in connection with such activities.

11.  This Agreement constitutes the entire Agreement between the parties and
     supersedes any prior or contemporaneous oral or written representation with
     regard to the subject matter hereof. This Agreement may not be modified
     except by a written instrument signed by both parties.

12.  If, however, any provision of this Agreement is determined to be invalid or
     unenforceable, such invalidity or unenforceability shall not invalidate or
     render unenforceable the entire Agreement, but rather the entire Agreement
     shall be construed as if not containing the

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 4

<PAGE>

                                                                       Exhibit 6
                      Non Disclosure Agreement - Amdocs Confidential Information
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010

     particular invalid or unenforceable provision, and the rights and
     obligations of the parties shall be construed and enforced accordingly. In
     addition, the parties hereby agree to cooperate with each other to replace
     the invalid or unenforceable provision with a valid and enforceable
     provision which will achieve the same result (to the maximum legal extent)
     as the provision determined to be invalid or unenforceable.

13.  The validity, performance, construction and effect of this Agreement shall
     be governed by the laws of New York, without giving effect to its
     provisions regarding conflict of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first stated above.

_____________________________________   AMDOCS, INC.
("Receiving Party")                     ("AMDOCS")


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

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                     Page 5

<PAGE>

                                                                       Exhibit 6
                      Non Disclosure Agreement - Amdocs Confidential Information
                                                           Contract No. 02026409
                                                    Amendment No. 02026409.A.010
                                     ANNEX A

                        ACKNOWLEDGMENT OF NON-DISCLOSURE
                         AND NON-COMPETITION OBLIGATIONS

I have read and understand the Non-Disclosure and Confidentiality Agreement (the
"Agreement") dated ______________ between AMDOCS _________ ("AMDOCS") and
________________(the "Receiving Party"), and agree to be bound by all the terms
and conditions stated therein as if I were a party to that Agreement.


                         ------------------------------
                                    Signature


                         ------------------------------
                                      Name


                         ------------------------------
                                Name of Employer


                         ------------------------------
                                      Title


                         ------------------------------
                                      Date

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                     Page 6

<PAGE>

                                                                       Exhibit 7
                    Confidentiality and Invention AgreementContract No. 02026409
                                                    Amendment No. 02026409.A.010

                     CONFIDENTIALITY AND INVENTION AGREEMENT

This Agreement ("Agreement") dated _________________ is made by the individual
named below ("I" or "me"), who is engaged to perform work at
___________________________ ("AT&T Company"), as a worker of
_______________________ ("Amdocs") under the terms and conditions of the
agreement named below, between Amdocs, Inc. and AT&T Services, Inc.

I.   BACKGROUND.

     I have been engaged by Amdocs to provide services to AT&T Company. I may be
     hired by Amdocs as a full or part-time employee, a temporary worker, or as
     an independent contractor.

II.  INFORMATION.

     I agree and understand that the term "Information" means any technical,
     customer or business information in written, graphical, oral or other
     tangible or intangible forms, including but not limited to, specifications,
     records, data, computer programs, tax returns, tax workpapers, drawings,
     models and secrets which AT&T Company may have in its possession or be
     legally obligated to keep confidential. I understand that during the course
     of my work at AT&T Company, I may have access to Information that belongs
     to AT&T Company, its customers or other parties, or may be subject to
     privacy laws and laws regarding secrecy of communications, and that
     unauthorized disclosure of such Information may be harmful or prejudicial
     to the interests of AT&T Company. I agree not to disclose, copy, publish,
     or any way use, directly or indirectly, such Information for my purposes or
     the purposes of others, unless such disclosure or use is expressly
     authorized in writing by AT&T Company. I agree to keep such Information in
     a secure environment to prevent the inadvertent disclosure of such
     Information to others. I acknowledge and agree that all such Information
     remains the exclusive property of AT&T Company and I agree not to remove
     such Information from AT&T Company's possession or premises by physical
     removal or electronic transmission unless I have written authorization from
     AT&T Company to do so. In the event of any conflict between this Section II
     and the confidentiality provisions of the agreement named below, the
     agreement named below will govern.

III. INNOVATIONS.

1.   I understand that during and incident to my work at AT&T Company, I may
     create inventions, discoveries, improvements, computer or other apparatus
     programs, and related documentation and other works of authorship
     ("Innovations"), whether or not patentable, copyrightable, or subject to
     other forms of legal protection. I assign to AT&T Company all of my rights,
     title and interest (including rights in copyright) in and to all
     Innovations I make, create or develop, either solely or jointly with
     others, during my work at AT&T Company for which Amdocs was paid by AT&T
     Company for my work or for which I used AT&T Company's materials or
     facilities. I agree that the above assignment is binding upon my estate,
     administrators, or other legal representatives or assigns.

2.   I agree to promptly notify AT&T Company of all such Innovations. Whenever
     requested by AT&T Company, I shall promptly execute, without additional
     compensation, any and all instruments which AT&T Company may deem necessary
     or useful to assign and convey to AT&T Company all of my rights, title and
     interest in and to all such Innovations. In addition, I agree to assist
     AT&T Company in preparing copyright or patent applications and to execute
     such applications and all documents required or useful to obtain copyrights
     or patents for such Innovation, all at AT&T Company's expense including
     compensation to me at the rates specified in the agreement named below. I
     agree that my obligation to execute such instruments shall continue after
     the expiration of my work with AT&T Company.

3.   THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION MADE IN THE STATE OF KANSAS
     FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF
     AT&T COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON MY OWN TIME,
     UNLESS (1) THE INVENTION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE
     AT&T COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT
     OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY ME FOR AT&T
     COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE IN CALIFORNIA
     WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION
     2870. Section III, Paragraphs 1 and 2 do not apply to any Innovation which,
     under the provisions in the Agreement named below, is to be other than the
     sole and exclusive property of AT&T Company; the title provisions of said
     agreement apply to any such above Innovation.

IV.  ADMINISTRATIVE TERMS.

1.   This Agreement shall be effective as of the date executed below, and shall
     remain in effect notwithstanding my termination of employment with Amdocs
     or termination of my work at AT&T Company. The obligations of
     confidentiality set forth in Section II shall remain in effect for a period
     of four (4) years after the termination of my work at AT&T Company or five
     (5) years from the date of the last disclosure of Information, whichever is
     later, except that the obligation of confidentiality shall continue with
     respect to Information constituting a trade secret for so long as such
     Information remains a trade secret under applicable law.

2.   In the event that any provision of this Agreement is held to be invalid or
     unenforceable, then such invalid or enforceable provisions shall be
     severed, and the remaining provisions shall remain in full force and effect
     to the fullest extent permitted by law.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        1

<PAGE>

                                                                       Exhibit 7
                    Confidentiality and Invention AgreementContract No. 02026409
                                                    Amendment No. 02026409.A.010

I have read, understand and agree to abide by this Agreement.


By:                                     Date:
    ---------------------------------         ----------------------------------
Print Name:
            -------------------------
Address:
         -----------------------------------------------------------------------

Agreement No. 02026409 between Amdocs   Effective Date:
and AT&T Services, Inc.                                 ------------------------

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


                                        2

<PAGE>

                                                                      Exhibit 9A
                                                      Background Checks-Non U.S.
                                                           Contract No: 02026409
                                                    Amendment No. 02026409.A.010

                                   EXHIBIT 9A
                            BACKGROUND CHECKS - Non U.S.


                                      [**]























                                     Page 1

<PAGE>

                                                                     Exhibit 9 B
                                                           Background Check U.S.
                                                           Contract No: 02026409
                                                     Amendment No: 0202649.A.010

                                   EXHIBIT 9B
                            BACKGROUND CHECKS - U.S.
                                      [**]



                                     Page 1

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

                                   EXHIBIT 11
                           AT&T VENDOR EXPENSE POLICY

Capitalized terms not defined in this Exhibit have the meaning given in the
Agreement. Any capitalized term not defined has its generally understood meaning
in the context in which it is used and in the IT industry.

AT&T is not responsible for any travel, meal or other business related expense
incurred by Amdocs whether or not incurred in its performance of its obligations
under this Agreement, unless reimbursement of expenses is expressly authorized
in this Agreement or an Order pursuant to this Agreement. If reimbursement of
expenses is so authorized, in order to be reimbursable, each and every such
expense must comply with the requirements of AT&T's Vendor Expense Policy in
this Exhibit 11 (detailed below). Amdocs must provide in a timely manner
receipts and other documentation as required by the Vendor Expense Policy and
such additional documentation or information requested by AT&T to substantiate
expenses submitted by Amdocs for reimbursement.

1.0 GENERAL

AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all
vendors of AT&T in requesting reimbursement for business travel, meals and other
business related expense. Expenses outside this policy are not reimbursable.

The following principles apply to requests for expense reimbursement:

When spending money that is to be reimbursed, vendors must ensure that an AT&T
Company ("Company") receives proper value in return. Prudent and proper judgment
must be used in reporting and approving business expenses.

The concept that a vendor and their employees are 'entitled' to certain types or
amounts of expenditures while conducting business with the Company is erroneous.
Personal expenditures reported for reimbursement should be billed exactly as
they were incurred. The use of averages for any type expenditure or combination
of expenditures is not permitted except as specifically provided or documented
in a contract.

Every vendor and AT&T employee who certifies or approves the correctness of any
voucher or bill should have reasonable knowledge the expense and amounts are
proper and reasonable. In the absence of the adoption of such policy, or
existing contractual agreements, these guidelines are considered the minimum
requirements for requesting reimbursement of Company funds. These policies
should be included in any new or renewed contract with a contractor or
consultant.

DEVIATIONS FROM THIS VEP MUST BE APPROVED IN WRITING BY THE SPONSORING SENIOR
MANAGER OR OFFICER OF AN AT&T COMPANY.

Employees should refer to the Section entitled "Payments" in the Schedule of
Authorizations For Affiliates of AT&T, Inc. for appropriate vendor invoice
authorization approval levels.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

Receipts should be requested and reviewed for any unusual or out of the ordinary
expenses or where the approver cannot make a reasonable determination on the
propriety of the transaction without a receipt.

The origination of a given expenditure for business purposes is the
responsibility of the vendor incurring the expense and the authorization of that
expense is the responsibility of the appropriate level of AT&T management in
accordance with the Schedule of Authorizations For Affiliates of AT&T, Inc.

1.1 NON-REIMBURSABLE EXPENSES

     The following expenses are considered non-reimbursable:

     -    Airline club membership fees, dues, or upgrade coupon

     -    Meals not consistent with AT&T employee policy

     -    Annual credit card fees

     -    Barber/Hairstylist/Beautician Expenses

     -    Car rental additional fees associated with high speed toll access
          programs

     -    Car Washes

     -    Entertainment expenses

     -    Health Club and Fitness facilities

     -    Hotel Safe rental

     -    Upgrades on airline fees

     -    Excessive tips, i.e., in excess of 15% of cost of meal or services,
          excluding tax

     -    PC, cell phone, and other vendor support expenses

     -    Meals not directly required to do business on the AT&T account (e.g.
          vendors cannot voucher lunch with each other simply to talk about
          AT&T)

     -    In-flight drinks

     -    Magazines & newspapers

     -    Personal entertainment

     -    Expenses associated with spouses or other travel companions

     -    Office expenses of vendors


     -    Surcharges for providing fast service (not related to delivery charges
          such as Fedex, UPS, etc.). AT&T expects all vendors to complete the
          terms of contracts in the shortest period practicable. Charges for
          shortening the timeframe in which contracts are fulfilled are not
          permissible.

     -    Vendors may not submit expenses to cover meals or expenses for an AT&T
          employee, whether in a home location or on official travel

     -    Travel purchased with prepaid air passes.

     -    Birthday cakes, lunches, balloons, and other personal
          celebration/recognition costs

     -    Break-room supplies for the vendor, such as coffee, creamer, paper
          products, soft drinks, snack food

     -    Water (bottled or dispensed by a vendor)

     -    Clothing, personal care, and toiletries

     -    Laundry (except when overnight travel is required for 7 or more
          consecutive nights)

     -    Flight or rental car insurance

     -    Flowers, cards and gifts

     -    Hotel pay-per-view movies, Video Games and/or mini bar items

     -    High speed internet access in hotels (added to 3.5)

     -    Lost luggage

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

     -    Traffic or Parking Fines

     -    Tobacco Products

     -    Medical supplies

     -    Membership fees to exercise facilities or social/country clubs

     -    Movies purchased while on an airplane

     -    Phone usage on airline unless business emergency

     FAILURE TO COMPLY WITH THE ABOVE MENTIONED RESTRICTIONS WILL RESULT IN THE
     COMPANY REFUSING PAYMENT OF CHARGES OR PURSUING RESTITUTION FROM THE
     VENDOR.

2.0 RESPONSIBILITIES

     2.1 VENDOR'S RESPONSIBILITY

     AT&T's sponsoring client managers will ensure that vendors have been
     covered on this policy prior to incurring any expenditures. Vendors and
     their sponsoring client managers are responsible for clarifying any
     questions or uncertainties they may have relative to reimbursable business
     expenses.

     It is mandatory that financial transactions are recorded in a timely
     manner. OUT-OF-POCKET BUSINESS EXPENSE(S) FOR VENDORS THAT ARE NOT
     SUBMITTED FOR REIMBURSEMENT WITHIN 90 CALENDAR DAYS FROM THE DATE INCURRED
     ARE CONSIDERED NON-REIMBURSABLE. Company managers who are responsible for
     approving reimbursable expenses of vendors should ensure they are submitted
     and approved in a timely manner.

     2.2 AT&T SPONSORING MANAGEMENT RESPONSIBILITY

     Prior to authorizing reimbursement to the vendor for expenditures, it is
     the responsibility of the AT&T managers authorizing the payment to
     determine that:

     -    The expenditure is reasonable and for a legitimate business purpose.

     -    The expenditure complies with the policies contained in this document,
          the Code of Business Conduct, and other applicable Company practices.

     -    All expenses are reviewed through Payment.Net or on form AT&T-4472APA
          and that expenses are prepared in accordance with proper accounting
          details.

     In addition, the sponsoring AT&T managers are responsible for ensuring the
     Vendor Expense Policy has been communicated to each vendor, and that the
     information contained herein is proprietary/confidential information and
     ensures its security and confidentiality. The Vendor must agree to maintain
     this information in confidence.

3.0 TRAVEL POLICY

Vendors must first consider the feasibility of using videoconferencing or
teleconferencing as an alternative to travel. Travel that is to be reimbursed by
AT&T should be incurred only as necessary.

AT&T reserves the right to dispute any expense submittal and if not verifiable
as valid may reject reimbursement. Reimbursements will be made to vendor only
after expenses are verified as valid.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

3.1 TRAVEL AUTHORIZATION

     Travel requiring overnight stays must be approved by the sponsoring AT&T
     senior manager (5th level or above) and should be approved only if it is
     necessary for the vendor to travel to perform required work.

3.2 TRAVEL RESERVATIONS

     Vendors are expected to procure the most cost efficient travel
     arrangements, preferably equivalent to the AT&T discount rate. AT&T does
     not reimburse for travel purchased with prepaid air passes.

3.3 TRAVEL EXPENSE REIMBURSEMENT

     Vendor travel expenses incurred for company business are reimbursable only
     as specified in these guidelines. Travel expenses may include the
     following:

     -    transportation (airfare or other commercial transportation, car
          rental, personal auto mileage, taxi and shuttle service)

     -    meals and lodging

     -    parking and tolls

     -    tips/porter service (if necessary and reasonable)

     Vendors who stay with friends or relatives or other vendor employees while
     on a Company business trip will NOT be reimbursed for lodging, nor will
     they be reimbursed for expenditures made to reciprocate their hospitality
     by buying groceries, being host at a restaurant, etc.

     The expense must be ordinary and necessary, not lavish or extravagant, in
     the judgment of the AT&T sponsoring management. Any reimbursement request
     must be for actual expenditures only.

3.4 AIR TRAVEL ARRANGEMENTS

     Vendors must select lowest logical airfare (fares available in the market
     at the time of booking, preferably well in advance of trip to attain lowest
     possible airfare). Vendors shall book coach class fares for all domestic
     travel at all times. First class bookings are not reimbursable. Vendors can
     request business class when a single segment of flight time ("in air time"
     excluding layovers or ground time) is greater than 5 hours, or when flights
     are intercontinental.

3.5 HOTEL ARRANGEMENTS

     AT&T has established Market-Based Room Rate GuidelineS for vendors to
     reference when making hotel reservations (see Addendum A). Vendors are
     expected to abide by these guidelines when making hotel arrangements. AT&T
     will only reimburse vendors up to the established room rate guideline in
     each market, or for actual hotel lodging charges incurred, whichever is
     less. There must be a strong business justification for incurring any cost
     for internet access, and a request for reimbursement must be accompanied by
     a detailed explanation regarding reason for charge.

     NOTE: Vendors must indicate the number of room nights on the transaction
     line when invoicing for reimbursement of hotel expenses. Copies of all
     hotel bills must be made available for any invoice containing lodging
     charges.

3.6 GROUND TRANSPORTATION

     While away from their home location overnight, vendors are expected to
     utilize rapid transit or local shuttle service. If the hotel provides a
     complimentary shuttle, vendors are to use this service before paying for
     transportation. If complimentary service is not provided a taxi or other
     local

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

     transportation is reimbursable as a business expense. Tips provided to taxi
     drivers cannot exceed 15% of the value of the total fare

     A rental car is appropriate when the anticipated business cost is less than
     that of other available public transportation. Except to the extent
     necessary to accommodate several travelers and/or luggage requirements,
     vendors will not be reimbursed for automobile rentals other than economy or
     mid-sized/intermediate models.

     "Loss Damage Waiver" and "Extended Liability Coverage" are not considered
     reimbursable. Prepaid fuel or refueling charges at the time of return are
     not reimbursable. Rental cars should be refueled before returning to the
     rental company, since gas purchased through the rental company carries an
     expensive refueling service charge.

3.7 USE OF PERSONAL VEHICLE

     When use of personal vehicle is required, the currently applicable IRS
     mileage rate for miles driven for the business portion of the trip should
     be the maximum used to determine the amount to be reimbursed.

3.8 PARKING

     If airport parking is necessary, vendors must use long term parking
     facilities. Additional costs for short term, valet or covered parking are
     not reimbursable.

3.9 ENTERTAINMENT

     Entertainment expense is not reimbursable to vendors. Entertainment
     includes meal expense involving AT&T personnel, golf fees, tickets to
     events and related incidental expenses. Hotel charges for a pay-per-view
     movie, individual sightseeing tours, or other individual activities (i.e.,
     golf, sporting event, movie, etc.) are not reimbursable.

3.10 LAUNDRY AND CLEANING

     Reasonable laundry charges during business trips of seven or more
     CONSECUTIVE nights are reimbursable based on actual expenses incurred.

3.11 COMMUNICATIONS

     The actual cost of landline telephone calls for AT&T business are
     reimbursable. The use of AT&T products is required when available.

     AT&T will not reimburse vendors for cell phone bills. With prior consent of
     the sponsoring AT&T Senior Manager, only individual calls that EXCEED a
     vendor's rate plan that are necessary to conduct business for AT&T may be
     reimbursed.

     Charges for high speed internet access are not reimbursable.

3.12 BUSINESS MEALS (TRAVEL AND NON-TRAVEL)

     Vendors are expected to find reasonably priced dining alternatives. As a
     general rule, vendors are expected to spend $42.00 OR LESS PER DAY
     inclusive of tax and gratuity. This includes all meals, beverages and
     refreshments purchased during the day. Requests for reimbursement should
     break out the amount for meals and list the related number of travel days.
     If breakfast is offered as part of the hotel accommodation rate, no
     additional reimbursement will be permitted for breakfast. Vendors may not
     submit expenses to cover meals or expenses for an AT&T employee, whether in
     a home location or on official travel.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

     AT&T managers authorizing invoices will be held accountable for ensuring
     that vendors are following this policy and are spending Company funds
     economically.

3.13 FLOWERS, GREETING CARDS, GIFTS AND INCENTIVE AWARDS

     The cost of gifts, flowers, birthday lunches, or greeting cards is
     considered a personal expense and is not reimbursable. For example, vendors
     making a donation or providing a gift for a fund-raiser for AT&T may not
     submit such an expense to AT&T for reimbursement.

3.14 LOSS OR DAMAGE TO PERSONAL PROPERTY

     The Company assumes no responsibility for loss or damage to a vendor's
     personal property during business functions or hours.

3.15 PUBLICATIONS

     Subscriptions to or purchases of magazines, newspapers and other
     publications are not reimbursable.

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

                                   ADDENDUM A

                    AT&T 2007 HOTEL ROOM RATE ONLY GUIDELINES

<TABLE>
<CAPTION>
                            2007
CITY                ST   GUIDELINE
- ----                --   ---------
<S>                 <C>  <C>
Anchorage           AK      $200
Fairbanks           AK      $160
Ketchikan           AK      $135
Glennallen          AK      $135
Fayetteville        AR      $ 90
Hot Springs         AR      $ 90
Little Rock         AR      $ 90
Mesa                AZ      $140
Phoenix             AZ      $140
Tempe               AZ      $155
Tucson              AZ      $140
Anaheim             CA      $110
Arcadia             CA      $110
Bakersfield         CA      $110
Barstow             CA      $110
Buena Park          CA      $110
Burbank             CA      $135
Burlingame          CA      $175
Carson              CA      $110
Dublin              CA      $110
Eureka              CA      $ 90
Fresno              CA      $110
Garden Grove        CA      $110
Hayward             CA      $ 90
Irvine              CA      $155
Long Beach          CA      $135
Los Angeles         CA      $140
Oakland             CA      $110
Pasadena            CA      $155
Pleasanton          CA      $135
Rancho Cordova      CA      $135
Riverside           CA      $135
Sacramento          CA      $110
San Diego           CA      $140
San Francisco       CA      $200
San Gabriel         CA      $135
San Jose            CA      $135
San Leandro         CA      $135
San Luis Obispo     CA      $110
San Ramon           CA      $200
Santa Ana           CA      $120
Temucla             CA      $135
Torrance            CA      $110
Walnut Creek        CA      $160
Denver              CO      $120
Colorodo Springs    CO      $140
Greenwood Village   CO      $140
Meriden             CT      $110
New Haven           CT      $140
Washington          DC      $250
Wilmington          DE      $200
Ft. Lauderdale      FL      $110
Jacksonville        FL      $135
Orlando             FL      $110
Tampa               FL      $175
Alpharetta          GA      $110
Atlanta             GA      $135
Augusta             GA      $135
Lawrenceville       GA      $ 90
Arlington Heights   IL      $110
Chicago             IL      $135
</TABLE>

<TABLE>
<CAPTION>
                            2007
CITY                ST   GUIDELINE
- ----------------    --   ---------
<S>                 <C>  <C>
Downers Grove       IL      $ 90
Hoffman Estates     IL      $110
Joliet              IL      $ 90
Matteson            IL      $ 90
Oak Lawn            IL      $110
Peoria              IL      $ 90
Rosemont            IL      $155
Schaumburg          IL      $120
Springfield         IL      $ 90
Willowbrook         IL      $ 90
Columbus            IN      $ 90
Indianapolis        IN      $110
South Bend          IN      $ 90
Overland Pk         KS      $ 90
Shawnee             KS      $120
Topeka              KS      $ 90
Wichita             KS      $ 90
Boston              MA      $279
Cambridge           MA      $279
Tewksbury           MA      $110
Columbia            MD      $110
Greenbelt           MD      $175
Hagerstown          MD      $110
Ann Arbor           MI      $ 90
Deaborn             MI      $110
Detroit             MI      $110
Grand Rapids        MI      $110
Grandville          MI      $110
Lansing             MI      $110
Livonia             MI      $110
Plymouth            MI      $110
Saginaw             MI      $ 90
Southfield          MI      $135
Troy                MI      $110
Minneapolis         MN      $135
Chesterfield        MO      $110
Earth City          MO      $110
Festus              MO      $ 90
Jefferson City      MO      $ 90
Joplin              MO      $ 90
Kansas City         MO      $110
Maryland Heights    MO      $ 90
Poplar Bluff        MO      $ 90
St Josept           MO      $ 90
Saint Louis         MO      $110
Charlotte           NC      $110
Durham              NC      $110
Triangle Park       NC      $140
BaskingRidge        NJ      $175
Bernardsville       NJ      $175
Bridgewater         NJ      $200
Cranbury            NJ      $155
Edison              NJ      $135
Iselin              NJ      $155
Morristown          NJ      $175
Parsippany          NJ      $200
Piscataway          NJ      $155
Princeton           NJ      $135
Red Bank            NJ      $135
Short Hills         NJ      $250
Somerset            NJ      $140
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                                      Exhibit 11
                                                      AT&T Vendor Expense Policy
                                                           Contract No. 20206409
                                                    Amendment No. 02026409.A.010

                            2007
CITY                ST   GUIDELINE
- ----------------    --   ---------
Teaneck             NJ      $140
Tinton Falls        NJ      $140
Warren              NJ      $160
Whippany            NJ      $200
Pahrump             NV      $ 90
Reno                NV      $110
Buffalo             NY      $135
New York            NY      $325
Syracuse            NY      $135
White Plains        NY      $200
Tarrytown           NY      $200
Vestal              NY      $175
Canton              OH      $ 90
Cleveland           OH      $110
Columbus            OH      $110
Dayton              OH      $ 90
Dublin              OH      $110
Hudson              OH      $ 90
Independence        OH      $110
Pinkerington        OH      $ 90
Reynoldburg         OH      $ 90
Richfield           OH      $ 90
Toledo              OH      $110
Youngstown          OH      $ 90
Oklahoma City       OK      $120
Tulsa               OK      $110
Pittsburg           PA      $135
Memphis             TN      $155
Abilene             TX      $110
Amarillo            TX      $110
Austin              TX      $110
Beaumont            TX      $ 90
Corpus Christi      TX      $110
Dallas              TX      $135
El Paso             TX      $110
Houston             TX      $135
Irving              TX      $120
Lubbock             TX      $ 90
Plano               TX      $110
Richardson          TX      $135
San Antonio         TX      $135
The Woodlands       TX      $135
Waco                TX      $ 90
Chantilly           VA      $200
Arlington           VA      $200
Fairfax             VA      $200
Falls Church        VA      $200
Herndon             VA      $175
Sandston            VA      $120
Sterling            VA      $155
Vienna              VA      $225
Bellevue            WA      $175
Seattle             WA      $155
Bellevue            WA      $175
Appleton            WI      $110
Brookfield          WI      $110
Milwaukee           WI      $110
Madison             WI      $120
Oak Creek           WI      $ 90

CITIES NOT LISTED ON THIS TOP CITY HOTEL ROOM RATE ONLY GUIDELINE MATRIX,
DEFAULT TO $110.00 NIGHTLY RATE


                      RESTRICTED - PROPRIETARY INFORMATION

  The information contained herein is for use by authorized employees of AT&T,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
