Contract No. PB995545

IP/PI Master License and Sharing Agreement

Schedule No.: PB -LICENSE 854-600-204

Page 1 of 4

LICENSE AGREEMENT

SCHEDULE NO: PB-LICENSE 854-600-204

Under

INTELLECTUAL PROPERTY/PROPRIETARY INFORMATION (IP/PI)

MASTER LICENSE AND SHARING AGREEMENT

Between

PACIFIC BELL

And

SBC ADVANCED SOLUTIONS, INC.

1 .Intellectual Property:

Applications, software applications and applications tools needed in order for SBC Advanced Solutions, Inc. to operate for a total of 5 individual items. See Attachment 1 for itemized list.

  1. License Term:

Perpetual

  1. Type of License:

Company Wide.

  1. License Fee:

$3,828,672.00*

* Fully Distributed Cost (FDC)

See Attachment 1 for itemized list and associated cost.

Compensation:

Notwithstanding any other provision hereof to the contrary, in order to enable Licensor to comply with the applicable requirements, if any, of Parts 32 and 64 of the FCC’s Rules pertaining to affiliate transactions and any similar state of federal requirements, compensation payable to Licensor for Licensor’s provision of any services to Licensee hereunder shall be no less than the amount Licensor is required to record in its regulated books of account. To ensure that the requirements of this paragraph are satisfied, Licensor shall have the right from time to time to revise the charges accordingly and/or to recover any deficiency.

  1. Delivery Date:

June 29, 2000

  1. Name and Address of Receiving Affiliate:

SBC Advanced Solutions, Inc.

300 Convent, Room 1928

San Antonio, Texas 78205

Attention: Brad Lee

Title: Vice President-Finance

210 246-8110

  1. Acceptance Criteria for Software:

All software is accepted in an “as is” format. The only license provided to the Licensee by the Licensor is for the current version of the Software. The Licensee will not receive updates that the Licensor makes to the Software without first entering into a new agreement and compensating the Licensor.

8.Acceptance Period for Software:

Deemed accepted on the Delivery Date.

  1. Billing Address:

SBC Advanced Solutions, Inc.

300 Convent, Room 1917F

San Antonio, Texas 78205

Attention: Mark Hargreaves

210 246-8113

  1. Payment Address:

Pacific Bell

3 Bell Plaza

308 S. Akard, Room 1510

Dallas, TX 75202

Attention: Director-Regulatory Issues

  1. Copyright Notice:

Not applicable.

  1. Incidental Support Activities:

Licensor will only deliver the current version of the software to the Licensee. Any installation or other Incidental support activities are the sole responsibility of the Licensee.

13.Source Code:

The source code for any software and software applications included in this schedule will be made available to the Licensee in its current version and Licensee may disclose said source code to third parties for the purpose of maintaining, modifying and/or enhancing the software or software application.

14.Special Terms and Conditions:

This License only covers the software and software applications in this schedule in its current version.

All maintenance, modification or enhancements are the responsibility of the Licensee and the Licensee maintains all rights to any and all changes.

If for any reason Licensee would desire a future enhanced or modified version of said software or software applications, Licensee will have to enter into a new license agreement for the enhanced or modified version.

Licensee will accept the Intellectual Property “as is” and understands that Licensor does not in any way warrant said Intellectual Property.

Licensor will not be liable for any incidental, consequential, special or indirect damages, whether arising out of breach of warranty, breach of contract, negligence, and strict liability or otherwise, attributable to or resulting from the transfer of said Intellectual Property.

15.Business Reason for Sharing:

Intellectual Property/Proprietary Information is required for ASI to operate in compliance with the FCC order.

LICENSOR: / LICENSEE:
PACIFIC BELL / SBC ADVANCED SOLUTIONS, INC.
By: / ORIGINAL SIGNED BY
KATHLEEN LARKIN / By: / (signed by)
Print Name: / KATHLEEN LARKIN / Print Name: / Brad Lee
Title: / DIRECTOR-REGULATORY ISSUES / Title: / VP – Finance
Date Signed: / 06/30/2000 / Date Signed: / 06/30/00

The above agreement requires officer approval if it falls under a category of sharing not pre-approved in the Intellectual Property/Proprietary Information Master License and Sharing Agreement. This document also requires approval of the General Counsel and Regulatory if it is an agreement with one of the Affiliates listed on the Categories of Sharing Document attached to the Master Intellectual Property License and Sharing Agreement.

Contract No. PB995545

Master IP/PI License and Sharing Agreement

Schedule No.: PB LICENSE 854-600-141

Attachment 1

April 1, 2000

Page 1 of 4

TITLE / IP/PI TYPE / DESCRIPTION / MOTS Acronym / Purpose / Primary Functions / FDC / FMV
1 / Circuit Billing Integrity System / Performs functions associated with major project administration and tracking, specific estimate administration, capital program view compilation, and reporting and tracking of actual expenditures. / CBIS / Increased accuracy on Service Orders, which will help to reduce costs. Engineering/Finance / $520,200.00 / $230,000.00
2 / Customer Satisfaction System. / Software Application / Provides transaction file to vendor on a daily basis. / TELSAM / Customer Satisfaction Survey / 52,020.00 / 23,000.00
3 / DataGate - Gateway Services - PB / Application / Reusable middleware business services that provide legacy system access for client applications. / OSSGW / The base for the development of the integrated business services and the middleware for a single suite of systems. / 1,560,600.00 / 690,000.00
4 / Performance Mgt. Tool / Software Application / PMT maps data from many different datafeeds into useful performance measurement/management information. Weekly and monthly reports are generated at multiple levels (Service Rep, Managers, Sales Managers, Districts and Business Segments). / PMT-Mktg. / PMT provides employees with comprehensive performance measurements that allow the Business and Consumer Marketing organizations to focus on coaching opportunities, not time consuming data collection and analysis. Bench marking and ranking for each team, district, segment is calculated by PMT automatically. Sales Tracking / 1,560,600.00 / 690,000.00
5 / NETCOOL / Software Application / Netcool is a system which collects, displays and processes Network alarms. / NETCOOL / 135,252.00 / 59,800.00
TOTAL: / $3,828,672.00 / $1,692,800.00