Contract No. ADSI1983370

Schedule ADSL0001

Amendment No. 1

Page 1 of 1

AMENDMENT NO. 1

TO

CONTRACT NO. ADSI983370

SERVICES SCHEDULE ADSL0001

This AMENDMENT NO. 1 TO CONTRACT NO. ADSI983370, SERVICES SCHEDULE ADSL0001, is made and entered into as of the 4th day of June by and between SBC Advanced Data Service, Inc.("Seller"), and Southwestern Bell Telephone Company ("Buyer").

WITNESSETH:

WHEREAS, Seller and Buyer entered into Contract No. ADSI983370, Services Schedule ADSL0001, on February 25, 1999 (the "Contract"); and

WHEREAS, Seller and Buyer desire to amend the Contract as hereinafter set forth.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the parties hereto agree as follows:

1.Cancellation and Termination of Orders Clause. Seller and Buyer hereby amend the Contract to add a new clause entitled Cancellation and Termination of Orders, a copy of which is attached hereto and by this reference made a part hereof (Exhibit No. 1 to this Amendment).

No Other Changes. In all other respects, the Contract will remain unchanged and the parties hereby reaffirm the terms and provisions thereof.

IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment No. 1 to Contract No. to be executed in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date first above written.

ADVANCED DATA SERVICES, INC. / SOUTHWESTERN BELL TELEPHONE COMPANY
(“Seller”) / (“Buyer”)
By: / By:
Name: / Ed Reisner Jr. / Name: / Gary Kitchens
Title: /

President – SBC ADSI

/ Title: / Exec. Director – Ntwk Engrg SW
Date: / June 21 , 1999 / Date: / June 25 , 1999

Contract No. ADSI1983370

Schedule ADSL0001

Amendment No. 1

Exhibit No. 1

Page 1 of 1

CANCELLATION AND TERMINATION OF ORDERS

Buyer may at any time prior to Service turn-up and acceptance cancel and or terminate any purchase order (the “Order”) for the Service in whole or in part upon written notice to Seller. In such event, Seller shall be entitled to receive from Buyer reasonable cancellation and or termination charges consisting of its actual non-recoverable costs incurred for all Services including, but not limited to, detailed engineering, transportation, hauling and hoisting, installation Services, etc., as ordered by Buyer. If requested, Seller agrees to substantiate such costs with proof satisfactory to Buyer. In no event shall the Cancellation and or termination charges on any Order hereunder exceed the Order price. Buyer shall not be responsible for any work performed nor for any costs incurred by Seller, Seller’s Sellers, or Seller’s subcontractors after Seller has received the notice of cancellation and or termination. The foregoing cancelation and or termination charges state the entire liability of Buyer for cancellation and or termination for convenience by Buyer of any Order hereunder.

AGREED AS TO FORM AND CONTENT

BY:______BY:______

For: Advanced Data Services, Inc.For: Southwestern Bell Telephone Company