Fifth Amendment to Agreement for the Provision Of

Fifth Amendment to Agreement for the Provision of

Billing and Collection Services

It is hereby agreed by Southwestern Bell Telephone Company, Pacific Bell, Nevada Bell, Southern New England Telephone (hereinafter referred to collectively as "SBC Telco") and SBC Advanced Solutions, Inc. (ASI) that in consideration of the mutual promises contained herein, that the Agreement for the Provision of Billing and Collection Services between the SBC Telco and ASI dated August 28, 2001 is hereby amended as follows:

1.) For the period November 1, 2002 through December 31, 2002, SBC Telco agree to also bill as a credit, any applicable e-rate (education rate) discounts under the Federal Universal Service Fund and any applicable e-rate discounts under any other similar state program for ASI's products and services approved for the e-rate discount and similar state discount and sold to qualifying elementary and secondary schools, libraries, and health care providers serving rural areas.

ASI will be responsible for contacting SBC Telco when it believes a school, library or health care provider serving a rural area qualifies for an e-rate discount under the Federal Universal Service Fund or any other similar state program for ASI's products and services. SBC Telco will contact the Universal Service Administrative Company (USAC)/SLD or similar state program, and based on the determination and information provided by USAC/SLD or state program,SBC Telco will bill the applicable discount, if any, on the telephone bill. ASI agrees to release SBC Telco from any and all claims, actions, amounts, costs, damages, expenses, liabilities, losses arising from SBC Telco's performance in fulfilling its obligations hereunder, except where SBC Telco is grossly negligent or acts with intentional misconduct. ASI further agrees to indemnify, defend, and hold SBC Telco harmless from any third party claims, actions, costs, damages, expenses, liabilities or losses arising from SBC Telco's performance of its obligations hereunder, except where SBC Telco is grossly negligent or acts with intentional misconduct.

The services listed in this paragraph shall be provided to ASI in accordance with the FCC's Affiliate Transaction Rules and any applicable state affiliate transaction rules and SBC Telco shall have the right to immediately increase the prices for its services under this paragraph to comply with the FCC's Affiliate Transaction Rules and any applicable state affiliate transaction rules.

2.) All other terms and conditions of the Agreement shall remain unchanged and shall govern the Billing and Collection and related services provided by SBC Telco to ASI. Specifically, this Amendment shall not be considered to have changed or modified any provisions of the Billing and Collection Agreement, except as the express covenants in this Amendment have so accomplished.

SBC Advanced Solutions, Inc.Southwestern Bell Telephone

Pacific Bell

Nevada Bell

Southern New England Telephone

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