<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


                                     Page 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

               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


                                     Page 5

                      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

               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.


                                     Page 6

                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and 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

          "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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<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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<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


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<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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<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.


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<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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<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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<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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<PAGE>

                                                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
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and 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

                    (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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    AT&T, Amdocs and 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

               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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                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and 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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     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and 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 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
      distribution within those companies or for distribution outside those
                     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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                      RESTRICTED - PROPRIETARY INFORMATION
     The information contained herein is for use by authorized employees of
    AT&T, Amdocs and 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

     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


                                     Page 23

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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

               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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                      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

               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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    AT&T, Amdocs and 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

          (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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    AT&T, Amdocs and 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

               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.

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                                                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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                     companies except by written agreement.

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                                                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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                     companies except by written agreement.

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                                                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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                     companies except by written agreement.

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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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

     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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               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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          (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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                    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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                                                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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                                                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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                                                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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

          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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                                                Agreement Number: 20070319.002.C

     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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                                                Agreement Number: 20070319.002.C

          (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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      distribution within those companies or for distribution outside those
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                                                Agreement Number: 20070319.002.C

          (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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                                                Agreement Number: 20070319.002.C

               (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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

     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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                                                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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                                                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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                                                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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                                                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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      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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                     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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                     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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                                                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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                                                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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               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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                                                Agreement Number: 20070319.002.C

               (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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

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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                                                Agreement Number: 20070319.002.C

               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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                                                Agreement Number: 20070319.002.C

               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.


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               (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


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               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.

<PAGE>

                                                          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
   AT&T, Amdocs, 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 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.


                                        1

<PAGE>

                                                    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

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, 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 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 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

     The information contained herein is for use by authorized employees of
   AT&T, Amdocs, 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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     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).

                      RESTRICTED - PROPRIETARY INFORMATION

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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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     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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          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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     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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     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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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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     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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     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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          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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     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:

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          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

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          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.

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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
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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 - 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
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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 [**].

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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 [**].

                      RESTRICTED - PROPRIETARY INFORMATION
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Affiliated Companies, only, and is not for distribution within or outside those
                     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

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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 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
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   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

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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 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>

                      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, 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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                     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.

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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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                     companies except by written agreement.


                                        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.

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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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<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>

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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>

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     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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    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 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
   This information is for use by authorized employees of AT&T, Supplier, 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 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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              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

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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
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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.


                                        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>
