I SECTOR CORP
SYSTEM INTEGRATOR AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>h13381exv10w4.txt
<DESCRIPTION>SYSTEM INTEGRATOR AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                                  CISCO SYSTEMS
                   SYSTEMS INTEGRATOR AGREEMENT-UNITED STATES

This U.S. Systems Integrator Agreement (the "Agreement") by and between Cisco
Systems, Inc., ("Cisco") a California corporation having its principal place of
business at 170 West Tasman Drive, San Jose, California, 95134, and Internetwork
Experts, Inc. ("Integrator"), a Texas corporation having its principal place of
business at 15960 Midway Road, Suite 101, Addison, Texas 75001 is entered into
as of the date last written below ("the Effective Date").

This Agreement consists of this signature page and the following attachments,
which are incorporated in this Agreement by this reference:

         1.       Systems Integrator Agreement Terms and Conditions

         2.       EXHIBIT A: Integrator Profile

         3.       EXHIBIT B: Discount Schedule

         4.       EXHIBIT C: Support

         5.       EXHIBIT D: Networked Commerce Attachment

         8.       EXHIBIT F: Special Software License Terms

         9.       EXHIBIT S: Software License Agreement

This Agreement is the complete agreement between the parties hereto concerning
the subject matter of this Agreement and replaces any prior oral or written
communications between the parties. There are no conditions, understandings,
agreements, representations, or warranties, expressed or implied, which are not
specified herein. This Agreement may only be modified by a written document
executed by the parties hereto. Any orders accepted or Products delivered by
Cisco after the date this Agreement is signed by Integrator but before the
Effective Date, shall upon the Effective Date be deemed covered by the
provisions of this Agreement, except for any deviations in price.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duty
executed. Each party warrants and represents that its respective signatories
whose signatures appear below have been and are on the date of signature duly
authorized to execute this Agreement.

     Internetwork Experts, Inc.           CISCO SYSTEMS, INC. ("CISCO")
------------------------------
("Integrator")

         /s/ Paul Klotz                        /s/ Rick Timmins
------------------------------          ----------------------------------------
Authorized Signature                     Authorized Signature

         Paul Klotz                            Rick Timmins, VP WW Sales/Finance
------------------------------          ----------------------------------------
Name                                    Name

         November 2, 2001                      November 13, 2001
------------------------------          ----------------------------------------
Date                                           Date

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1.0      DEFINITIONS.

         Added Value is the non-Cisco component portion of Integrator's total
         solution, which Integrator provides to End User. Examples of Added
         Value are pre- and post-sales network design, configuration,
         trouble-shooting, and support and the sale of complementary products
         and services that comprise a significant portion of the total revenues
         received by Integrator from an End User of Cisco Products. Integrator
         acknowledges that telesales, catalog sales, and sales over the Internet
         do not include Added Value if inbound communications from the
         prospective End User purchaser were prompted by something other than a
         face-to-face interaction between Integrator's sales representative and
         such prospective End User. Integrator further acknowledges that
         providing financing options is not considered Added Value.

         An Approved Source means (a) Cisco or (b) a distributor that is
         authorized by Cisco to redistribute Products and Services within the
         Territory to Integrator.

         CCO is Cisco's suite of on-line services and information at
         http://www.cisco.com.

         Cisco Certified Internetworking Engineer ("CCIE") is the status granted
         to Integrator employees who successfully complete the then-current CCIE
         Program offered by Cisco.

         Documentation is user manuals, training materials, Product descriptions
         and specifications, technical manuals, license agreements, supporting
         materials and other printed information relating to Products and/or
         Services offered by Cisco, whether distributed in print, electronic,
         CD-ROM or video format.

         End User is the final purchaser or licensee which has acquired Products
         or Services for its own internal use and not for resale, remarketing or
         distribution. An entity which performs stocking, sparing or warehousing
         activities for third parties or procures Cisco Services or Software for
         delivery to third parties, is not an End User.

         Hardware is the tangible product made available to Integrator.

         Internal Use is any use of a Product or Service which is outside the
         definition of Resale provided below.

         Price List is Cisco's published global price list.

         Product means, individually or collectively as appropriate, Hardware,
         licensed Software, Documentation, developed products, supplies,
         accessories, and other commodities related to any of the foregoing,
         listed on the then current Price List.

         Purchase Order is a written or electronic order from Integrator to
         Cisco for Hardware, Software or support services therefor to be
         purchased, licensed or provided under this Agreement.

         Resale is any of the following sales or dispositions of a Product or
         Service: (a) transfer of title (or, for Software, a license conferring
         the right to use the Software, and, for Services, the entitlement to
         receive such Services) to the End User of such Product or Service; (b)
         transfer of title (or, for Software, a license conferring the right to
         use the Software, and, for Services, the entitlement to receive such
         Services) to a financial intermediary such as a leasing company, even
         if such leasing company is affiliated with Integrator, where the
         Product or Service is used by an unaffiliated End User; or (c)
         retention of title (or, for Software, a license conferring the right to
         use the Software,

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         and, for Services, the entitlement to receive such Services) by
         Integrator, but only where the Product or Service is deployed
         (including in connection with hosting, outsourcing or provisioned
         services offered by Integrator) for the use of End Users who are not
         affiliated with Integrator and who contract with Integrator for the
         provision of such services. In no event shall the term Resale include
         use of a Product or Service for the provision of network services to
         the general public. The verb "Resell' means to engage in Resale. For
         Special License Software, the transfer of a license conferring the
         right to use such Software means a Sublicense.

         Sales Expert is the status that is granted to Integrator employees who
         successfully complete the then-current Sales Expert training curriculum
         offered by Cisco.

         Services means any maintenance, or technical support and any other
         services performed or to be performed by Cisco, asset forth in this
         Agreement or the Exhibits hereto.

         Software the machine readable (object code) version of the computer
         programs listed from time to time on the Price List and made available
         by Cisco for license by Integrator, and any copies, updates to, or
         upgrades thereof.

         Special License Terms are the terms and conditions set forth on Exhibit
         F with respect to the Special License Software described therein, or
         other terms and conditions applicable to other Special License Software
         to which Integrator may be asked to provide assent, electronically or
         in writing, prior to Cisco providing such Special License Software to
         Integrator.

         Special License Software is Software, which is subject to the Special
         License Terms and the other provisions applicable thereto which are set
         forth in this Agreement and which shall be made accessible to third
         parties only by means of a Sublicense.

         Sublicense is a written and signed license between Integrator and its
         End User(s) for use of and access to Special License Software meeting
         the requirements set forth in Section 9.0 of this Agreement.

         Territory is those regions or countries identified in Exhibit A.

2.0      SCOPE.

This Agreement sets forth the terms and conditions for Integrator's purchase
and/or license of Products and Services during the term of the Agreement. Cisco
authorizes Integrator to purchase and/or license Products and Services solely
from an Approved Source, and to Resell or internally to use such Products and
Services, solely as permitted in this Section 2.0. The provisions of Sections
4.0 through 7.0 of these Terms and Conditions, as well as Exhibit B to this
Agreement, shall apply only with respect to Products and Services purchased
directly from Cisco. All other provisions shall apply both to Products and
Services purchased and/or licensed directly from Cisco and to Products and
Services purchased or obtained from another Approved Source.

2.1      Integrator's Internal Use.

         Integrator may purchase and/or license, as the case may be, all
         Products and Services for its Internal Use in the Territory. For any
         Products purchased from Cisco for Internal Use, (a) the "Internal Use"
         discount specified in Exhibit B shall apply, and (b) Exhibit C may
         prohibit the purchase of particular Services for use by Integrator in
         connection with Products purchased for

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         Internal Use. In the event Integrator purchases or licenses Products or
         Services for its Internal Use, Integrator shall be deemed to be the End
         User of such Products.

2.2      Commercial Integration And Resale. Subject to the terms and conditions
         of this Agreement, Cisco grants Integrator a non-exclusive,
         nontransferable right to Resell Products and Services directly to End
         Users in the Territory.

2.3      Added Value.

         2.3.1    Integrator will, in each of its Resales of Cisco Products and
                  Services, Resell such Products and Services with Integrator's
                  Added Value.

         2.3.2    Integrator must at all times during the term of this
                  Agreement, (a) be able to demonstrate products to prospective
                  End Users at End User location; and (b) provide post-sales
                  support.

2.4      Resale Outside the Territory. Integrator agrees not to solicit Product
         or Service orders, engage salespersons, or establish warehouses or
         other distribution centers outside of the Territory.

2.5      Sales to End Users. Integrator certifies that, except as set forth in
         sub-section 2.1, above, it is acquiring the Products and Services
         solely for, Resale to End Users, in accordance with this Agreement.
         Integrator will not resell Products or Services to other resellers of
         Cisco Products or Services, whether or not such Resellers are
         authorized by Cisco to Resell Products or Services purchased from an
         Approved Source.

2.6      Redistribution of Software. Subject to and as authorized by the terms
         applicable to Special License Software in Section 9.0 ct this
         Agreement, Integrator may sublicense Special License Software to End
         Users who may have access to and/or control over such Special License
         Software. Such End Users' right to use Special License Software must be
         granted via a Sublicense.

2.7      Future Products and Services.

         2.7.1    For any Products and Services included in the Price List,
                  including but not limited to Products and Services which
                  become or have become Cisco Products or Services as a result
                  of an acquisition by Cisco of another entity, Cisco may
                  require Integrator to comply with training requirements
                  (including requirements included in a specialization or
                  Advanced Technology Provider program) prior to allowing
                  Integrator to purchase and/or license Products and Services
                  for Resale, and may require on-going fulfillment of
                  certification requirements to retain the right to purchase,
                  license, Resell or support such Products.

         2.7.2    Cisco reserves the right, during the term of this Agreement,
                  to license and distribute additional items of Software. Such
                  items of Software may be licensed under additional or
                  different policies and license terms, which will be made
                  available to Integrator at the time such items of Software,
                  are provided to Integrator.

2.8      Resale to Government End Users.

         2.8.1    Integrator will not Resell Products or Services to the United
                  States Federal Government either directly or indirectly, or
                  through the General Services Administration ("GSA").

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         2.8.2    Cisco does not accept any government flowdown provisions,
                  including but not limited to, the United States Government
                  Federal Acquisition Regulations ("FARs") and its supplements,
                  Defense FARs, or NASA FARs, whether for Resale or Internal
                  Use, notwithstanding the existence of such provisions on
                  Integrator's Purchase Orders or supplementary documentation or
                  Cisco's acceptance of such Purchase Orders or documentation.

         2.8.3    With respect to GSA, California Multiple Award Schedule
                  ("CMAS"), and other schedule contracts, this Agreement shall
                  not be construed by Integrator as a representation that Cisco
                  will furnish supplies needed by Integrator to fulfill any of
                  Integrator's GSA, CMAS, or similar contract obligations under
                  any schedule contract.

3.0      MULTINATIONAL DEPLOYMENT POLICY. Unless mutually agreed in writing by
         the parties, Integrator shall procure equipment for deployment outside
         of the Territory only in accordance with Cisco's then-current
         multinational deployment policies and procedures.

         http://www.cisco.com/warp/customer/687/cust_service/Multinational/

4.0      PRICES.

         4.1      Prices for Products shall be those specified in Cisco's
                  then-current Price List less the applicable discounts
                  specified in Exhibit B of this Agreement, subject to the
                  transition rules set out in Part 1 of Exhibit B. Prices for
                  Services shall be as stated in Exhibit C. All prices are FOB
                  per the Uniform Commercial Code (for international shipments,
                  Ex Works per INCOTERMS 2000), at Cisco's site, San Jose,
                  California, or other Cisco-designated shipping location. Cisco
                  may change prices for the Products or for Services at any time
                  by issuance of a revised Price List (including via electronic
                  posting) or other announcement of price change.

         4.2      Purchase Orders received before the date of Cisco's
                  announcement of price changes, and those received within
                  thirty (30) days thereafter which specify a delivery date
                  within ninety (90) days of the date of Cisco's announcement,
                  will be invoiced to Integrator without regard to the price
                  change, provided however, price decreases will be effective
                  for all Purchase Orders accepted by Cisco after the date of
                  issuance or announcement of revised prices.

         4.3      Integrator is free to determine its minimum resale prices
                  unilaterally. Integrator understands that neither Cisco nor
                  any employee or representative of Cisco may give any special
                  treatment (favorable or unfavorable) to Integrator as a result
                  of Integrator's selection of minimum resale prices. No
                  employee or representative of Cisco or anyone else has any
                  authority to determine what Integrator's minimum resale prices
                  for the Products or Services must be, or to limit Integrator's
                  pricing discretion with respect to the Products and Services.
                  Cisco may make additional discount available to Integrator
                  with respect to specific Products and Services in return for
                  Integrator's agreement to resell such Products and Services
                  below a particular price. No such agreement shall limit
                  Integrator's ability to sell any such Products or Services for
                  any price below the maximum price identified by Cisco.

         4.4      All stated prices are exclusive of any taxes, fees and duties
                  or other amounts, however designated, and including without
                  limitation value added and withholding taxes which are levied
                  or based upon such charges, or upon this Agreement. Any taxes
                  related to Products purchased or licensed pursuant to this
                  Agreement shall be paid by Integrator (except for taxes based
                  on Cisco's income) unless Integrator shall present an
                  exemption certificate acceptable to the taxing authorities.
                  Applicable taxes shall be billed as a separate item on the
                  invoice, to the extent possible.

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5.0      ORDERS.

5.1      Integrator shall purchase or license, as appropriate, Products and
         Services by issuing a written or electronic Purchase Order signed (or
         in the case of electronic transmission, sent) by its authorized
         representative, indicating specific Products and Services; Cisco's
         product numbers; quantity; unit price; total purchase price; shipping
         instructions; requested delivery dates; bill-to and ship-to addresses;
         tax exempt certifications, if applicable; identification of the End
         User for each Product; and any other special instructions.

5.2      The terms of the Networked Commerce Attachment (Exhibit D) shall apply
         for any orders submitted electronically, via CCO. No contingencies
         contained on such Purchase Order will be binding upon Cisco. The terms
         and conditions of this Agreement prevail regardless of any additional
         or conflicting terms on the Purchase Order or other correspondence
         submitted by Integrator to Cisco, and any such additional or
         conflicting terms are deemed rejected by Cisco unless expressly agreed
         to in writing.

5.3      All Purchase Orders are subject to approval and acceptance by the Cisco
         Integrator service order administration office of the Cisco entity,
         which shall supply the Products and Services. No other office is
         authorized to accept orders on behalf of Cisco. Cisco shall use
         commercially reasonable efforts to provide information regarding
         acceptance or rejection of such orders within ten (10) days from
         receipt thereof, or within three (3) business days, where orders are
         placed under CCO.

5.4      Integrator has the right to defer Product shipment for no more than
         thirty (30) days from the originally scheduled shipping date, provided
         written notice is received by Cisco at least ten (10) days before the
         originally scheduled shipping date. Cancelled orders, rescheduled
         deliveries or Product configuration changes made by Integrator less
         than ten (10) days before the original shipping date will be subject to
         (a) acceptance by Cisco, and (b) a charge of fifteen percent (15%) of
         the total invoice amount. Cisco reserves the right to reschedule
         delivery in cases of configuration changes made within ten (10) days of
         scheduled shipment.

5.5      During the term of this Agreement, Cisco may make the Products that are
         to be supplied outside the United States available for order in and
         delivery from an alternate central location and/or a Cisco affiliate,
         if it chooses. In the event that Cisco does so, Integrator will order
         the Products according to the procedures set forth at the time such
         ordering or delivery process becomes available. At such time, orders in
         conformance with Cisco's policies will be shipped according to the
         availability, pricing, and expedited lead-times described in the
         procedures.

6.0      SHIPPING AND DELIVERY.

6.1      Shipping dates will be established by Cisco upon acceptance of Purchase
         Orders from Integrator. Shipping dates will be assigned as close as
         practicable to the Integrator's requested date based on Cisco's
         then-current lead times for the Products. Unless, given written
         instruction by Integrator, Cisco shall select the carrier.

6.2      Shipping terms are FOB Origin per Uniform Commercial Code (for
         international shipments, Ex Works per INCOTERMS 2000) at Cisco's site,
         San Jose, California, or other Cisco-designated shipping location,
         which shall appear on Cisco's order acknowledgement and/or be
         accessible via CCO.

6.3      Title and risk of loss shall pass from Cisco to Integrator upon
         delivery to the common carrier or Integrator's representative at the
         delivery point per the applicable shipping term.

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6.4      Delivery shall be deemed made upon transfer of possession to the
         carrier.

6.5      Integrator shall be responsible for all freight, handling and insurance
         charges subsequent to delivery. If Integrator requests delivery of
         Products to Integrator's forwarding agent or other representative in
         the country of shipment, Integrator shall assume sole responsibility
         for compliance with applicable export laws and regulations, including
         the preparation and filing of shipping documentation necessary for
         export clearance.

6.6      Cisco shall not be liable for damage or penalty for delay in delivery
         or for failure to give notice of any delay. Except in accordance with
         the applicable delivery terms set forth in this Agreement, Cisco shall
         not have any liability in connection with shipment, nor shall the
         carrier be deemed to be an agent of Cisco.

6.7      All sales are final. Products are provided with written limited
         warranty statements that set out the terms under which Cisco will, at
         its option, repair, replace, or refund the purchase price of a
         defective or damaged product.

7.0      PAYMENT.

         Upon and subject to credit approval by Cisco, payment terms shall be
         net thirty (30) days from shipping date. All payments shall be made in
         U.S. currency unless otherwise agreed. If at any time, Integrator is
         delinquent in the payment of any invoice, or is otherwise in breach of
         this Agreement, Cisco may, at its discretion, and without prejudice to
         its other rights, withhold shipment (including partial shipments) of
         any order or may, at its option, require Integrator to prepay for
         further shipments. Any sum not paid by Integrator, when due, shall bear
         interest until paid at a rate of 1.5% per month (18% per annum) or the
         maximum rate permitted by law, whichever is less. Integrator grants
         Cisco a security interest in Products and Services purchased or
         licensed under this Agreement and any proceeds realized by Integrator
         upon any resale or redistribution of those Products and Services. If
         requested by Cisco, Integrator agrees to execute any financing
         statements Cisco may require to perfect this security interest.

8.0      INTEGRATOR OBLIGATIONS.

         In a manner satisfactory to Cisco and at Integrator's sole expense,
         Integrator agrees to:

8.1      employ competent and aggressive sales, technical support, and
         maintenance organizations, employees of which shall be full-time direct
         employees of Integrator who sell, deploy, install, secure acceptance
         of, and maintain the Products and Services;

8.2      purchase Demonstration/Evaluation Units for each appropriate selling
         location as mutually agreed to by the parties;

8.3      have a majority of the appropriate Integrator sales and technical
         support personnel participate in and successfully complete mandatory
         training course identified by Cisco as well as such additional training
         courses identified in an initial training plan which shall be mutually
         agreed to by the parties and implemented within the initial term of
         this Agreement;

8.4      maintain at least one (1) Cisco trained technical support person per
         servicing location;

8.5      maintain adequate manpower and facilities to ensure prompt handling of
         inquiries, orders, and shipments for Products and Services;

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8.6      validate End User network configuration design and associated
         components, and assist End Users with system design;

8.7      keep Cisco informed as to any problems which involve Products or
         Services and/or Cisco technologies and require Cisco's support or
         impact Integrator's ability to deliver service or solutions to the End
         User, to communicate such problems promptly to Cisco, and to assist
         Cisco in the resolution of such problems;

8.8      provide non-binding monthly forecasts to Cisco for the subsequent four
         (4) month period, monthly Inventory, and Point of Sale "POS reports and
         such other information as is required under this Agreement;

8.9      participate in quarterly business meetings with Cisco to review the
         progress of the relationship and Integrator's achievement as related to
         commitments such as, but not limited to: volume purchases, training and
         certification, support, and reporting;

8.10     appoint a relationship manager whose primary responsibility will be to
         work with the designated Cisco channel sales manager to manage the
         implementation of the Agreement, act as the focal point for day-to-day
         channel business issues and problem escalations, and participate in
         Cisco channel-related activities;

8.11     employ a minimum of one (1) CCIE, and (b) have the relationship manager
         identified in the preceding sub-section complete Sales Expert training;
         and

8.12     comply with all requirements set out in Exhibit A.

9.0      PROPRIETARY RIGHTS AND SOFTWARE LICENSING.

9.1      Subject to the terms and conditions of this Agreement, Cisco grants to
         Integrator a nonexclusive, non-transferable license (a) to use the
         Software and Documentation for Integrator's Internal Use under the
         terms of Exhibit S, and, with respect to Special License Software and
         related Documentation, the Special License Terms, and (b) during the
         term of this Agreement, to market and Resell the Software (including
         related Documentation) directly to End Users, solely as permitted by
         this Section of this Agreement, in the Territory, or, in the case of
         Special License Software, to grant to End Users Sublicenses to the
         Special License Software (including related Documentation) subject to
         the terms and conditions of this Section and the Special License Terms.
         Any Resale of any item of Software or Documentation to any person or
         entity, other than Integrator itself that is not an End User, including
         to any other Cisco Integrator, is expressly prohibited.

9.2      The license granted herein shall be for use of the Software and
         Documentation in object code format only and solely as provided in Part
         (i) of Exhibit S and, with respect to Special License Software and
         related Documentation, the Special License Terms. Integrator may not
         sublicense, to any person or entity, its rights to distribute or
         sublicense the Software or Documentation.

9.3      Integrator shall provide a copy of the Software License Agreement
         (inclusive of Parts (i) and (ii)) (a copy of which is attached hereto
         as Exhibit S) to each End User of the Software prior to installation of
         the Software.

9.4      For Special License Software (and related Documentation), Cisco grants
         Integrator the right to grant its End Users a Sublicense to use the
         Special License Software (and related Documentation)

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         pursuant to these terms and conditions and the Special License Terms.
         Redeployment of these licenses between End Users shall be subject to
         any restrictions set forth in the applicable Special License Terms. End
         Users' right to use this Software (and related Documentation) must be
         granted via a Sublicense.

9.5      Integrator shall notify Cisco promptly of any breach of the Software
         License Agreement or Special License Terms and further agrees that it
         will diligently pursue or, at Cisco's request, assist Cisco to
         diligently pursue, an action against any third parties in breach of the
         license.

9.6      The Special License Terms contain certain terms, which apply to certain
         current Special License Software product offerings by Cisco. In the
         future, Cisco may develop or acquire new Special License Software
         products, which may be governed by other Special License Terms, or
         Cisco may change its current terms, which will govern future license
         purchases by Integrator. With respect to these new Special License
         Terms, Cisco may require that Integrator acknowledge and accept these
         new terms prior to purchase by methods chosen by Cisco, including by
         electronic means.

10.0     LIMITED WARRANTY.

10.1     Cisco Products are provided with written limited warranties. Integrator
         will pass through to End Users all written limited warranties provided
         by Cisco with Products purchased by Integrator.

10.2     Notwithstanding any other provision hereof, Cisco's sole and exclusive
         warranty and obligation with respect to the Products sold hereunder are
         set forth in Cisco's Limited Warranty Statement delivered with the
         Product. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER
         WRITTEN OR ORAL, ON CISCO'S BEHALF. Integrator shall indemnify Cisco
         for any warranties made in addition to Cisco's standard warranty and
         for any misrepresentation of Cisco's reputation or Cisco's Products.

10.3     DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL
         EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES
         INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF
         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT,
         SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE,
         OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY
         APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED,
         SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. This
         disclaimer and exclusion shall apply even if the express warranty set
         forth above fails of its essential purpose. The date of shipment of a
         Product by Cisco is set forth on the packaging material in which the
         Product is shipped. Integrator acknowledges that the Internet URL
         address and the web pages referred to above may be updated by Cisco
         from time to time; the version in effect at the date of delivery of the
         Products to the Integrator shall apply.

11.0     TRADEMARK USAGE.

11.1     Cisco grants to Integrator the right to use the name, logo, trademarks,
         and other marks of Cisco (collectively, the "Marks") for all proper
         purposes in the sale of Cisco Products and Services to End Users and
         the performance of Integrator's duties hereunder only so long as this
         Agreement is in effect. Integrator's use of such Marks shall be in
         accordance with Cisco's policies including, but not limited to
         trademark usage and advertising policies, and be subject to Cisco's
         approval. Integrator agrees not to attach to any Products any
         trademarks, trade names, logos, or labels other

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         than an aesthetically proper label identifying the Integrator, its
         location and its relationship to Cisco. Integrator further agrees not
         to affix any Marks to products other than genuine Products.

11.2     Integrator shall have no claim or right in the Marks, including but not
         limited to trademarks, service marks, or trade names owned, used or
         claimed now or which Cisco has authority to grant Integrator the right
         to use in the future. Integrator shall not make any claim to the Cisco
         Marks or lodge any filings with respect to such Marks or marks
         confusingly similar to the Marks, whether on behalf of Cisco or in its
         own name or interest, without the prior written consent of Cisco.
         Integrator shall discontinue its use of any Mark promptly upon request
         of Cisco.

12.0     CONFIDENTIAL INFORMATION.

12.1     Integrator acknowledges that, in the course of selling the Products and
         Services, and in connection with this Agreement and its relationship
         with Cisco, Integrator may obtain information relating to the Products
         and Services, and/or to Cisco, which is of a confidential and
         proprietary nature ("Confidential Information"). Such Confidential
         Information may include, but is not limited to, trade secrets, know
         how, inventions, techniques, processes, programs, schematics, Software
         source documents, data, customer lists, financial information, and
         sales and marketing plans or information posted on CCO which Integrator
         knows or has reason to know is confidential, proprietary or trade
         secret information of Cisco.

12.2     Integrator shall at all times, both during the term of this Agreement
         and for a period of at least three (3) years after its expiration or
         termination, keep in trust and confidence all such Confidential
         Information, and shall not use such Confidential Information other than
         as expressly authorized by Cisco under this Agreement, nor shall
         Integrator disclose any such Confidential Information to third parties
         without Cisco's written consent.

12.3     Integrator further agrees to immediately return to Cisco all
         Confidential Information (including copies thereof) in Integrator's
         possession, custody, or control upon termination or expiration of this
         Agreement at any time and for any reason.

12.4     The obligations of confidentiality set forth herein shall not apply to
         information which (a) has entered the public domain except where such
         entry is the result of Integrator's breach of this Agreement; (b) prior
         to disclosure hereunder was already rightfully in Integrator's
         possession; or (c) subsequent to disclosure hereunder is obtained by
         Integrator on a non-confidential basis from a third party who has the
         right to disclose such information to the Integrator. Neither party
         shall disclose, advertise, or publish the terms and conditions of this
         Agreement without the prior written consent of the other party. Any
         press release or publication regarding this Agreement is subject to
         prior review and written approval of the parties.

13.0     PATENT AND COPYRIGHT INFRINGEMENT.

13.1     Cisco will have the obligation and right to defend any claim, suit or
         proceeding brought against Integrator so far as it is based on a claim
         that any Product supplied hereunder infringes a United States copyright
         or an existing United States patent issued as of the Effective Date.
         Cisco's obligation specified in this paragraph will be conditioned on
         Integrator notifying Cisco promptly in writing of the claim or threat
         thereof and giving Cisco full and exclusive authority for, and
         information for and assistance with, the defense and settlement
         thereof.

13.2     If such claim has occurred, or in Cisco's opinion is likely to occur,
         Integrator agrees to permit Cisco, at its option and expense, either
         to: (a) procure for Integrator the right to continue using the

                                  Page 10 of 54

<PAGE>

         Product: (b) replace or modify the same so that it becomes
         non-infringing; or (c) if neither of the foregoing alternatives is
         reasonably available, immediately terminate Cisco's obligations (and
         Integrator's rights) under this Agreement with regard to such Product,
         and, if Integrator returns such Product to Cisco, refund to Integrator
         the price originally paid by Integrator to Cisco for such Product as
         depreciated or amortized by an equal annual amount over the lifetime of
         the Products as established by Cisco.

13.3     Notwithstanding the foregoing, Cisco has no liability for, and
         Integrator will indemnify Cisco against, any claim based upon: (a) the
         combination, operation, or use of any Product supplied hereunder with,
         equipment, devices, or software not supplied by Cisco; (b) services
         offered or used by Integrator through operation of the Products or
         revenue received by Integrator from its services; (c) alteration or
         modification of any Product supplied hereunder; or (d) Cisco's
         compliance with Integrator's designs, specifications, or instructions.

13.4     Notwithstanding any other provisions hereof, Cisco shall not be liable
         for any claim, based on Integrator's use of the Products, as shipped,
         after Cisco has informed Integrator of modifications or changes in the
         Products required to avoid such claims and offered to implement those
         modifications or changes, if such claim would have been avoided by
         implementation of Cisco's suggestions.

13.5     THE FOREGOING STATES THE ENTIRE OBLIGATION OF CISCO AND ITS SUPPLIERS,
         AND THE EXCLUSIVE REMEDY OF INTEGRATOR, WITH RESPECT TO INFRINGEMENT OF
         PROPRIETARY RIGHTS. THE FOREGOING IS GIVEN TO INTEGRATOR SOLELY FOR ITS
         BENEFIT AND IN LIEU OF, AND CISCO DISCLAIMS, ALL WARRANTIES OF
         NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS.

14.0     TERM AND TERMINATION.

14.1     This Agreement shall commence on the Effective Date and continue
         thereafter for a period of one (1) year, unless extended by written
         agreement of both parties or sooner terminated as set forth below.
         Without prejudice to either party's right to terminate this Agreement
         as set forth in Sections 14.2 to 14.5 below. Cisco may, by written
         notice to Integrator, given at least thirty (30) days prior to the end
         of the then-current term of the Agreement, extend the term of the
         Agreement for the period set forth in such notice, up to a maximum of
         one (1) year beyond the then-current expiration date. Any extension
         shall be on the same terms and conditions then in force, except as may
         be mutually agreed in writing by the parties. Notwithstanding Cisco's
         right to extend the term of this Agreement, each party acknowledges
         that this Agreement shall always be interpreted as being limited in
         duration to a definite term and that the other party has made no
         commitments whatsoever regarding the duration or renewal of this
         Agreement beyond those expressly stated herein.

14.2     Either party may at any time terminate this Agreement for convenience,
         for any reason or no reason, by providing the other party with
         forty-five (45) days prior written notice of termination.

14.3     Cisco may, upon twenty (20) days written notice, terminate this
         Agreement in the event (a) there is a change of ownership of Integrator
         (i.e. entering into a binding agreement for purchase or sale by one
         person or other entity) of ten percent (10%) or more of Integrator's
         voting shares or securities, (b) there is an entering into a binding
         agreement for acquisition or transfer of a controlling interest in
         Integrator, or (c) there is an entering into a binding agreement for
         any investment in Integrator by a competitor of Cisco or an investment
         in a competitor by Integrator.


                                  Page 11 of 54

<PAGE>

14.4     This Agreement may at any time be terminated immediately by either
         party by providing the other party with written notice under any of the
         following conditions:

         14.4.1   Either party ceases to carry on business as a going concern,
                  either party becomes the object of the institution of
                  voluntary or involuntary proceedings in bankruptcy or
                  liquidation, or a receiver or similar officer is appointed
                  with respect to a substantial part of its assets.

         14.4.2   Either party breaches any of the material provisions of this
                  Agreement and fails to remedy such breach within thirty (30)
                  days, after written notification by the other party of such
                  breach.

14.5     Notwithstanding the foregoing, this Agreement may be terminated
         immediately by Cisco in the event of Integrator's breach of Section
         9.0, "Proprietary Rights and Software Licensing", or Section 12.0,
         "Confidential Information".

14.6     Unless otherwise agreed in writing by Cisco after the effective date of
         termination of this Agreement, upon either the expiration of this
         Agreement or the issuance by either party of notice of termination of
         this Agreement: (a) Cisco may cease all further deliveries due against
         existing orders; (b) Cisco may accelerate all outstanding invoices
         immediately to become due and may require payment by certified or
         cashier's check; (c) subject to subsection 24.8, "Survival", all rights
         and licenses of Integrator hereunder shall terminate, including any
         right to provide or Resell Services, except that Integrator may
         continue to use Products and Services purchased for Internal Use, and
         distribute, in accordance with normal business practices and the terms
         and conditions of this Agreement, Products received from Cisco prior to
         the date of expiration or termination; and (d) Integrator shall no
         longer identify itself or hold itself out as being an authorized
         re-seller of Products except for the limited purpose described in this
         sentence.

14.7     Upon termination or expiration of this Agreement, Integrator shall
         immediately return to Cisco all Confidential Information and data
         (including all copies thereof) then in Integrator's possession or
         custody or control including, without limitation:

         14.7.1   All technical materials and business plans supplied by Cisco;

         14.7.2   All manuals and agreements covering Products and Services; and

         14.7.3   Any customer or prospect lists provided by Cisco.

14.8     IN THE EVENT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY
         REASON, INTEGRATOR SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION
         OF ANY NATURE RELATED TO SUCH TERMINATION OR EXPIRATION (BUT NOT
         LIMITING ANY CLAIM FOR DAMAGES IT MIGHT HAVE ON ACCOUNT OF CISCO'S
         BREACH OF THIS AGREEMENT, EVEN IF THE BREACH GAVE RISE TO TERMINATION,
         SUCH LIABILITY BEING GOVERNED BY AND SUBJECT TO THE LIMITATIONS SET
         FORTH ELSEWHERE IN THIS AGREEMENT), SPECIFICALLY INCLUDING NO RIGHTS TO
         DAMAGES OR INDEMNIFICATION FOR COMMERCIAL SEVERANCE PAY, WHETHER BY WAY
         OF LOSS OF FUTURE REVENUES OR PROFITS, EXPENDITURES FOR PROMOTION OF
         THE CISCO PRODUCTS, OR OTHER COMMITMENTS IN CONNECTION WITH THE
         BUSINESS AND GOOD WILL OF INTEGRATOR OR INDEMNITIES FOR ANY TERMINATION
         OR EXPIRATION OF A BUSINESS RELATIONSHIP.

                                  Page 12 of 54

<PAGE>

15.0     SUPPORT.

         Integrator shall provide all warranty support to End Users as required
         in the provisions of Exhibit C titled "Warranty Service," provided that
         Integrator may obtain technical assistance from Cisco in connection
         with its provision of warranty support. In addition, Integrator shall
         make available all support offerings identified in Exhibit C.

16.0     AUDIT.

         Integrator shall keep full, true, and accurate records and accounts, in
         accordance with generally-accepted accounting principles, of each
         Product and Service purchased and deployed, resold, or distributed,
         including information regarding compliance with Cisco marketing and
         sales programs, Software usage, and export or transfer. Integrator
         shall make these records available for audit by Cisco upon fifteen (15)
         days prior written notice, during regular business hours, at
         Integrators principal place of business or such other of Integrator's
         location where Integrator may maintain relevant records.

17.0     USE, EXPORT, RE-EXPORT, & TRANSFER CONTROLS.

         Integrator hereby acknowledges that the Products, Services, and
         technology or direct products thereof ("Products and Technology"),
         supplied by Cisco under this Agreement are subject to export controls
         under the laws and regulations of the United States (US.). Integrator
         shall comply with such laws and regulations governing use, export,
         re-export, and transfer of Cisco Products and Technology and will
         obtain all required U.S. and local authorizations, permits, or
         licenses. Cisco and Integrator each agree to provide the other such
         information and assistance as may reasonably be required by the other
         in connection with securing such authorizations or licenses, and to
         take timely action to obtain all required support documents. Integrator
         agrees to maintain full, true, and accurate records of exports,
         re-exports, and transfers of the Products and Technology, purchased and
         deployed or distributed, according to U.S. and local laws for a minimum
         of 5 years following exportation. Integrator acknowledges that detailed
         information regarding compliance with U.S. use, export, re-export, and
         transfer laws may be found at

         http://www.cisco.com/wwl/export/compliance_provision.html.

18.0     FORCE MAJEURE.

         Except for the obligation to pay monies due and owing, neither party
         shall be liable for any delay or failure in performance due to events
         outside the defaulting party's reasonable control, including without
         limitation acts of God, earthquake, labor disputes, shortages of
         supplies, actions of governmental entities, riots, war, fire,
         epidemics, or delays of common carriers or other circumstances beyond
         its reasonable control. The obligations and rights of the excused party
         shall be extended on a day to day basis for the time period equal to
         the period of the excusable delay.

19.0     PRODUCT CHANGES.

         Modifications which do not affect the compliance of a Product with the
         terms of this Agreement or which Cisco deems necessary to comply with
         specifications, changed safety standards or governmental regulations,
         to make the Product non-infringing with respect to any patent,
         copyright or other proprietary interest, or to otherwise improve the
         Product may be made at any time by Cisco without prior notice to or
         consent of Integrator and such altered Product shall be deemed fully
         conforming. Cisco shall employ commercially reasonable efforts to
         announce,

                                  Page 13 of 54

<PAGE>

         including by electronic posting, Product discontinuance or changes
         other than those set forth in the previous sentence at least ninety
         (90) days prior to the effective date of the changes (the "Announcement
         Period"). Integrator may make a last-time purchased such Products
         within the Announcement Period.

20.0     COMPLIANCE WITH LAWS.

20.1     Integrator shall obtain all licenses, permits and approvals required by
         any government, including any recycling or take-back programs
         applicable to packaging or Products, and shall comply with all
         applicable laws, rules, policies and procedures including requirements
         applicable to the use of Products under telecommunications and other
         laws and regulations, of any government or other competent authority
         where the Products are to be sold or used (collectively "Applicable
         Laws").

20.2     Integrator will indemnify and hold harmless Cisco for any violation or
         alleged violator of any Applicable Laws.

20.3     Integrator hereby represents and warrants that: (a) it shall comply
         with all Applicable Laws; (b) this Agreement and each of its terms are
         in full conformance and in compliance with such laws; and (c) it shall
         not act in any fashion or take any action or permit or authorize any
         action which will render, Cisco liable for a violation of the U.S.
         Foreign Corrupt Practices Act, which prohibits the offering, giving or
         promising to offer or give, directly or indirectly, money or anything
         of value to any official of a government, political party or
         instrumentality thereof in order to assist it or Cisco in obtaining or
         retaining business and (i) it will not violate or cause Cisco to
         violate such act in connection with the sale or distribution of Cisco
         Products and/or services; and (ii) if Integrator is a non-governmental
         entity, it will notify Cisco in writing if any of its owners, partners,
         principals, and officers are or become during the term of this
         Agreement officials, officers or representatives of any non-United
         States government or political party or candidate for political office
         outside the United States and are responsible for a decision regarding
         obtaining or retaining business for Cisco Products by such government.

20.4     Integrator shall use its best efforts to regularly and continuously
         inform Cisco of any requirements of laws, statutes, ordinances,
         governmental authorities directly or indirectly affecting this
         Agreement, the sale, use and distribution of Products, or Cisco's trade
         name, trademarks or other commercial, industrial or intellectual
         property interests, including, but not limited to, certification of the
         Products from the proper authorities in the Territory.

21.0     LIMITATION OF LIABILITY.

         NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO AND ITS
         SUPPLIERS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE
         LIMITED TO THE MONEY PAID BY INTEGRATOR TO CISCO UNDER THIS AGREEMENT
         DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES
         GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS
         CUMULATIVE AND NOT PER INCIDENT.

22.0     WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES.

         IN NO EVENT SHALL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL,
         SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS,
         OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT

                                  Page 14 of 54

<PAGE>

         (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF CISCO OR ITS SUPPLIERS
         HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF.

23.0     NOTICES.

         Except where this Agreement provides that notices may be provided by
         posing on CCO, all notices required or permitted under this Agreement
         will be in writing and will be deemed given: (a) when delivered
         personally; (b) when sent by confirmed facsimile or electronic mail (in
         the case of Cisco to "contract-notice@cisco.com", and in the case of
         Integrator to ____________) (provided that the original document is
         placed in air mail/air courier or delivered personally, within seven
         days of the facsimile electronic notice); (c) three (3) days after
         having been sent by registered or certified mail, return receipt
         requested, postage prepaid (or six (6) days for international mail; or
         (d) one (1) day after deposit with a commercial express courier
         specifying next day delivery (or two (2) days for international courier
         packages specifying 2-day delivery). All communications will be sent to
         the addresses set forth on the cover sheet of this Agreement or such
         other address as may be designated by a party by giving written notice
         to the other party pursuant to this paragraph.

24.0     GENERAL.

24.1     CHOICE OF LAW. The validity, interpretation, and performance of this
         Agreement shall be controlled by and construed under the laws of the
         State of California, United States of America, as if performed wholly
         within the state and without giving effect to the principles of
         conflicts of law, and the State and federal courts of California shall
         have jurisdiction over any claim arising hereunder. Notwithstanding the
         foregoing, either party may seek interim injunctive relief in any court
         of appropriate jurisdiction with respect to any alleged breach of such
         party's proprietary rights. The parties specifically disclaim the
         application of the UN Convention on Contracts for the International
         Sale of Goods to the interpretation or enforcement of this Agreement.

24.2     NO WAIVER. No waiver of rights under this Agreement by either party
         shall constitute a subsequent waiver of such right or any other right
         under this Agreement.

24.3     ASSIGNMENT. Neither this Agreement nor any rights under this Agreement,
         other than the right to receive monies due or to become due, shall be
         assigned or otherwise transferred by Integrator (by operation of law or
         otherwise) without the prior written consent of Cisco. Cisco shall have
         the right to assign all or part of this Agreement without Integrator's
         approval. This Agreement shall bind and inure to the benefit of the
         successors and permitted assigns of the parties.

24.4     SEVERABILITY. In the event that any of the terms of this Agreement
         become or are declared to be illegal or otherwise unenforceable by any
         court of competent jurisdiction, such term(s) shall be null and void
         and shall be deemed deleted from this Agreement. All remaining terms of
         this Agreement shall remain in full force and effect. Notwithstanding
         the foregoing, if this paragraph becomes applicable and, as a result,
         the value of this Agreement is materially impaired for either party, as
         determined by such party in its sole discretion, then the affected
         party may terminate this Agreement by written notice to the other.

24.5     ATTORNEYS FEES. In any suit or proceeding relating to this Agreement
         the prevailing party will have the right to recover from the other its
         costs and reasonable fees and expenses of attorneys, accountants, and
         other professionals incurred in connection with the suit or proceeding,
         including costs, fees and expenses upon appeal, separately from and in
         addition to any other

                                  Page 15 of 54

<PAGE>

         amount included in such judgement. This provision is intended to be
         severable from the other provisions of this Agreement, and shall
         survive and not be merged into any such judgement.

24.6     NO AGENCY. This Agreement does not create any agency, partnership,
         joint venture, or franchise relationship. No employee of either party
         shall be or become, or shall be deemed to be or become, an employee of
         the other party by virtue of the existence or implementation of this
         Agreement. Each party hereto is an independent contractor. Neither
         party has the right or authority to, and shall not, assume or create
         any obligation of any nature whatsoever on behalf of the other party or
         bind the other party in any respect whatsoever.

24.7     URL. Integrator hereby confirms that it has the ability to access, has
         accessed and has read, the information made available by Cisco at all
         of the world wide web sites/URLs/addresses/pages referred to anywhere
         throughout this Agreement (including any of the Exhibits hereto).
         Integrator acknowledges that Cisco may modify any URL address or
         terminate the availability of any information at any address without
         notice to Integrator.

24.8     SURVIVAL. Sections 9.0, 10.0, 12.0, 13.0, 14.0, 16.0, 17.0, 18.0, 20.0,
         21.0, 22.0, 24.0 and the license to use the Software set out in Section
         9 and Exhibit S (subject to the termination provisions set forth in
         Exhibit S shall survive the termination of this Agreement.

24.9     HEADINGS. Headings of sections have been added only for convenience and
         shall not be deemed part of this agreement.

                                  Page 16 of 54

<PAGE>

                                    EXHIBIT A

                               INTEGRATOR PROFILE

INTEGRATOR'S ASSIGNED SALES TERRITORY:

United States, excluding Puerto Rico.

VERTICAL MARKETS ADDRESSED BY INTEGRATOR'S ADDED VALUE:

Service Providers
Enterprise

INTEGRATOR'S ADDED VALUE:

Consulting, Professional Services, Network Design & Implementation, Service
Management Systems

INTEGRATOR'S VOLUME REQUIREMENT:

During first twelve (12) months of Agreement, Integrator will purchase at least
ten million dollars ($10,000,000) of Cisco Products and Services.

INTEGRATOR'S CERTIFICATION REQUIREMENT:

As of the Effective Date, and throughout the term of this Agreement, Integrator
will maintain at least Cisco Silver certification in the Territory.

                                  Page 17 of 54

<PAGE>

                                    EXHIBIT B
                                DISCOUNT SCHEDULE

                  CONTENTS

                  PART 1: TRANSITION RULES

                  PART 2: "OLD" DISCOUNT EXHIBIT

                           SUB-PART A: SPECIALIZATION OPTION RULES

                           SUB-PART B: FOCUS OPTION RULES

                           SUB-PART C: DISCOUNT SUMMARY

                  PART 3: "NEW" DISCOUNT EXHIBIT

                            PART 1: TRANSITION RULES

1.       TRANSITION RULES

         A.       If the Effective Date of this Agreement is before September 4,
                  2001, the discount applicable to Integrator's purchases of
                  Products from the Effective Date until March 29, 2002 will be
                  governed by the "Old' Discount Exhibit, Part 2 of this Exhibit
                  B. Beginning April 1,2002, Cisco will apply the "New" Discount
                  Exhibit, Part 3 of this Exhibit B, to Integrators purchases.
                  However, at anytime after September 4, 2001, Integrator may,
                  by written notice to Cisco, elect to have its discount
                  governed instead by the "New" Discount Exhibit by providing
                  written notice to Cisco. Such notice must be provided to:
                  contract_notice_us @ cisco.com.

                  Cisco will notify Integrator within fifteen (15) days
                  following Integrators notice that its election has become
                  effective.

         B.       If the Effective Date of this Agreement is on or after
                  September 4, 2001, Integrator shall choose before the
                  Effective Date whether it prefers to purchase under the "Old"
                  Discount Exhibit set out in Part 2 or the "New" Discount
                  Exhibit set out in Part 3. If Integrator chooses the" Old
                  Discount Exhibit, it will be effective through March 29, 2002.
                  Beginning April 1, 2002, Cisco will apply the "New" Discount
                  Exhibit to Integrators purchases. In the event Integrator
                  initially chooses the "Old" Discount Exhibit, Integrator may
                  subsequently communicate its election to transition to the
                  "New" Discount Exhibit at any time prior to April 1, 2002 by
                  providing written notice to Cisco. NOTICE SHALL BE PROVIDED BY
                  E-MAIL TO:

                  CONTRACT_NOTICE_US@ CISCO.COM.

                  Cisco will notify Integrator within fifteen (15) days
                  following Integrators notice that its election has become
                  effective.

                                  Page 18 of 54

<PAGE>

                         PART 2: "OLD" DISCOUNT EXHIBIT

SUB-PART A. SPECIALIZATION OPTION

If Integrator selects the Specialization Option, this discount schedule shall
apply to all Product purchased from Cisco by Integrator during the time period
set out in the Transition Rules provided in Part 1 of this Exhibit B. I.

1.       VOLUME INCENTIVE MATRIX

Discounts will be based on the total annual volume of Products forecasted to be
purchased by Integrator (a) from an Approved Source, and (b) for value-added
resale and not for Internal Use in accordance with this Agreement. Note that
Cisco does not control the pricing that Integrator receives on Products
purchased from a Cisco Authorized Distributor.

<TABLE>
<CAPTION>
ACTUAL NET PURCHASE FORECAST            VOLUME INCENTIVE
----------------------------            ----------------
<C>                                     <C>
$  1,000,000 to $2,000,000                     +1%
$  2,000,001 to $4,000,000                     +2%
$  4,000,001 to $8,000,000                     +3%
$  8,000,001 to $16,000,000                    +4%
$ 16,000,001 to $32,000,000                    +5%
$ 32,000,001 to $64,000,000                    +6%
$ 64,000,001 to $128,000,000                   +7
$128,000,001 or greater                        +8%
</TABLE>

The above discounts are based on Integrator's mutually agreed total volume
forecast.

Cisco reserves the right to adjust the volume incentive discount for the second
six (6) month period of the initial term and of any subsequent year of the
Agreement based on the actual volume of Products purchased for distribution in
accordance with this Agreement and delivered during the first six (6) month
period of the initial term or subsequent years of the Agreement. Changes in
discount level will not be applied retroactively.

2.       CERTIFICATION INCENTIVE

Cisco Premier Certified, Silver Certified and Gold Certified Partner Programs
are designed to recognize and reward Partners who achieve the highest expertise
in selling, designing, supporting, and servicing Cisco solutions. Certified
Partners have completed comprehensive training that ensures a consistently high
level of Product knowledge, technical expertise and service capabilities. Cisco
will apply two {2) additional discount points for Silver Certification, and
three (3) additional discount points for Gold Certification, at such time that
all of the requirements for Certification have been completed. Certification
points will not be applied retroactively.

3.       SPECIALIZATION INCENTIVE

Cisco will apply two (2) additional discount points per Specialization up to a
maximum of four percent (4%), against all purchases made by Integrator, provided
however, that all of the requirements for such

                                  Page 19 of 54

<PAGE>

Specialization(s) have been completed prior to the placement of the Purchase
Order for the Products to which the Specialization discount shall apply.
Specialization points will not be applied retroactively.

Information about Specializations can be obtained at:

www.cisco.com/go/specialization

Cisco may change the availability or definition of Specializations. Such changes
may adversely impact the availability of a particular Specialization to
Integrator. Any such changes shall not affect this Agreement during the balance
of the initial term.

4.       IC/POS

Integrator will submit IC (Internet Commerce)/POS (Point of Sale) information to
Cisco electronically, at time of order. "Submitted electronically" means (a)
Integrator uses IC or EDI (Electronic Data Interchange) technology in a format
agreed in advance with Cisco to submit orders electronically, and (b) Integrator
collects and transmits all required POS information.

POS information must include the following:

         A.       Integrator's Purchase Order number.

         B.       Cisco's Product name and number.

         C.       End User (name of business or organization), ship-to and
                  bill-to address (country, state or province (and, in US and
                  Canada only, zip or postal code), phone number.

Cisco shall have the right to verify the IC/POS information provided by
Integrator and, upon request, shall be provided with reasonable proof (shippers'
documentation, invoices, etc.) confirming the information.

5.       FOCUS INCENTIVE

Integrator may qualify for a Focus Incentive of up to four percent (4%);
provided however, that the total of any Volume Incentive plus Focus Incentive
cannot exceed eight percent (8%). Integrator may select up to two (2) Focus
areas (as defined at the website listed below or such other medium of
communication as Cisco may elect) during the term of the Agreement and subject
to Territory. Focus Incentive applies only to Products which either:

         A.       Integrator sells to an End-User located in the in the
                  Territory identified in Exhibit A whose primary business, as
                  classified by the North American Industry Classification
                  System (NAIC) (http://www.ntis.aov/vellowbk/l_nty205.htm),
                  qualifies such primary business as eligible for inclusion in
                  one of Cisco's specified Focus area, or sells to an End User
                  located elsewhere which is deemed by Cisco to qualify in
                  accordance with classification criteria equivalent to those
                  set forth by the NAIC, and such Focus area has been selected
                  as one of Integrator's Focus areas (Focus Incentive applies to
                  all Product on the Purchase Order), or;

         B.       are part of a product set that Integrator has selected in
                  accordance with the applicable requirements for Focus Areas as
                  one of Integrator's Focus areas (Focus Incentive applies to
                  only those Products which are included in the product set).

                                  Page 20 of 54

<PAGE>

No more than one Focus Incentive may be applied against an individual line item
on a Purchase Order, including in the event such Product qualifies for Focus
Incentive based upon the End User's primary business and is also part of a
selected and qualified Focus area based on product set.

<TABLE>
<CAPTION>
VERTICAL MARKET - U.S.                        DEFINITION
----------------------     -----------------------------------------------------
<S>                        <C>
Energy/Utilities           Companies involved in the extraction and delivery of
                                    oil and gasoline, natural gas electricity,
                                    and/or water

Finance/Insurance          Finance - (Retail & Investment Banking) Companies
                                    that provide financial services, such as all
                                    types of banks, credit institutions and
                                    investment funds.

                           Insurance - Companies providing insurance services.

Federal Government(1)      Entities which are legislative bodies, or
                                    provide/administer civic functions.

Healthcare                 Companies involved in administering medical care.

Retail                     Companies involved in providing goods to retail
                                    companies.

Transportation             Companies providing means of shipment of goods or
                                    people (shipping Companies, airlines
                                    railroads).
</TABLE>

(1)      Integrator must meet the following criteria before qualifying for
         Federal Government Focus: Integrator must be Silver or Gold Certified;
         or Integrator must employ a minimum of one hundred (100) systems
         engineers dedicated to providing services to the Federal Government.

<TABLE>
<CAPTION>
PRODUCT SET - U.S.                    DEFINITION
------------------   ----------------------------------------------
<S>                  <C>
Multiservice         700, 800, 1700, 2600, 3600, 3800, BPX, IGX

Remote               Access 5200, 5300, 5800, Access Path,(1) 6100,
                     6200, 6400, 6500, CISCO90, UBR, UBR900, SC2200

LAN Switching        C2800, C2900, C2900XL, C3500XL, C4000, C5000,
                     C6000, CSS 11000
</TABLE>

(1)      Access Path is comprised of 3640, 5300, AP400, and AP 531 Series
         Products.

Cisco may change the availability or definition of Focus areas. Such changes may
adversely impact the availability of a particular Focus area to Integrator.
Cisco will provide Integrator with at least thirty (30) days prior written
notice of any such changes that adversely affect the availability of Focus
discounts to Integrator. Cisco reserves the right to audit End User information
to verify the information reported regarding sales made for a specified Focus
area. In the event Cisco determines, in its sole discretion, that Integrator has
reported sales as being within a Focus area whereas they were not, Cisco may,
without prejudice to any other rights under the Agreement, withdraw Focus
Incentive points to be applied to any future purchase and reclaim points falsely
claimed. Such misrepresentation shall be deemed a material breach of the
Agreement.

                                  Page 21 of 54

<PAGE>

6.       INTERNAL USE DISCOUNT

Integrator may purchase Products for Internal Use at a discount of twenty-five
percent (25%) off of Cisco's then-current list price for such Products.

7.       DEMONSTRATION/EVALUATION/LAB DISCOUNT

To assist Integrator in its sales and marketing efforts, Integrator shall be
entitled to a discount of forty-five percent (45%) for its purchases of
demonstration, evaluation, and lab equipment. This discount may be applied to a
maximum total value of Cisco Products as follows:

<TABLE>
<CAPTION>
   INTEGRATOR'S       MAXIMUM TOTAL VALUE OF CISCO PRODUCTS* INTEGRATOR MAY PURCHASE USING
CERTIFICATION LEVEL              45 PERCENT DEMONSTRATION/EVALUATION/LAB DISCOUNT
-------------------   --------------------------------------------------------------------
<S>                   <C>
Gold                                     $150,000 in any 12-month period.
Silver                                   $100,000 in any 12-month period.
Premier                                  $ 75,000 in any 12-month period.
</TABLE>

*Based on purchase price paid by Integrator to Cisco.

Integrator agrees to use such Products solely for demonstration/evaluation
(non-production) purposes and any software received with or for such Products
may not be distributed further, and software for such Products is licensed to
Integrator solely for use for demonstration and evaluation purposes.

8.       NON-VALUE ADDED DISCOUNT

In the event that Cisco determines in its sole discretion that Integrator is
selling Cisco Product without significant added value as defined in the
Agreement, the total discount for any such opportunity will be reduced to a
total of ten percent (10%) off of Cisco's List Price. This remedy is without
prejudice to and in addition to all other rights and remedies available to Cisco
at law.

9.       POS REPORTING

In the event Integrator does not provide POS information at the time of order
entry, Integrator shall prepare such information in an electronic format as
specified by Cisco and forward such POS information to Cisco within seven (7)
days following the submission of an Order. The information shall include all
that which is set forth above under "IC/POS". Cisco shall have the right to
verify the information in such reports and shall be provided with reasonable
proof (shippers' documentation, invoices, etc.) confirming the information on
request.

Such reports shall be sent to the following e-mail address:
us1_tier_Dos@cisco.com

or such other address as Cisco may specify.

SUB-PART B: FOCUS OPTION

If Integrator selects the Focus Option, this discount schedule shall apply to
all Product purchased from Cisco by Integrator during the time period set out in
the Transition Rules provided in Part 1 of this Exhibit B.

                                  Page 22 of 54

<PAGE>

1.       VOLUME INCENTIVE MATRIX

Discounts will be based on the total annual volume of Products forecasted to be
purchased by Integrator (a) from an Approved Source, and (b) for value-added
resale and not for Internal Use in accordance with this Agreement. Note that
Cisco does not control the pricing that Integrator receives on Products
purchased from a Cisco Authorized Distributor.

<TABLE>
<CAPTION>
ACTUAL NET PURCHASE FORECAST         VOLUME INCENTIVE
----------------------------         ----------------
<S>                                  <C>
$  1,000,000 to $  2,000,000                +1%
$  2,000,001 to $  4,000,000                +2%
$  4,000,001 to $  8,000,000                +3%
$  8,000,001 to $ 16,000,000                +4%
$ 16,000,001 to $ 32,000,000                +5%
$ 32,000,001 to $ 64,000,000                +6%
$ 64,000,001 to $128,000,000                +7
$128,000,001 or greater                     +8%
</TABLE>

The above discounts are based on Integrator's mutually agreed total volume
forecast.

Cisco reserves the right to adjust the volume incentive discount for the second
six (6) month period of the initial term and of any subsequent year of the
Agreement based on the actual volume of Products purchased for distribution in
accordance with this Agreement and delivered during the first six (6) month
period of the initial term or subsequent years of the Agreement. Changes in
discount level will not be applied retroactively.

2.       CERTIFICATION INCENTIVE

Cisco Premier Certified, Silver Certified and Gold Certified Partner Programs
are designed to recognize and reward Partners who achieve the highest expertise
in selling, designing, supporting, and servicing Cisco solutions. Certified
Partners have completed comprehensive training that ensures a consistently high
level of Product knowledge, technical expertise and service capabilities. Cisco
will apply two (2) or three (3) additional discount points (for Silver or Gold
Certification, respectively) at such time that all of the requirements for
Certification have been completed. Certification points will not be applied
retroactively.

3.       SPECIALiZATION INCENTIVE

Cisco will apply two (2) additional discount points per Specialization up to a
maximum of two percent (2%), against all purchases made by Integrator, provided
however, that all of the requirements for such Specialization(s) have been
completed prior to the placement of the Purchase Order for the Products to which
the Specialization discount shall apply. Specialization points will not be
applied retroactively.

                                  Page 23 of 54

<PAGE>

Cisco may change the availability or definition of Specializations. Such changes
may adversely impact the availability of a particular Specialization to
Integrator. Any such changes shall not affect this Agreement during the balance
of the initial term.

Information about Specializations can be obtained at:

www.cisco.com/go/specialization

4.       IC/POS INCENTIVE

Integrator will submit IC (Internet Commerce)/POS (Point of Sale) information to
Cisco electronically, at time of order. "Submitted electronically" means (a)
Integrator uses IC or EDI (Electronic Data Interchange) technology in a format
agreed in advance with Cisco to submit orders electronically, and (b) Integrator
collects and transmits all required POS information.

POS information must include the following:

         A.       Integrator's Purchase Order number.

         B.       Cisco's Product name and number.

         C.       End User (name of business or organization), ship-to and
                  bill-to address (country, state or province (and, in US and
                  Canada only, zip or postal code), phone number.

Cisco shall have the right to verify the IC/POS information provided by
Integrator and, upon request, shall be provided with reasonable proof (shippers'
documentation, invoices, etc.) confirming the information.

5.       FOCUS INCENTIVE

Integrator may qualify for a Focus Incentive of up to six percent (6%); provided
however, that the total of any Volume Incentive plus Focus Incentive cannot
exceed ten percent (10%). Integrator many select up to two (2) Focus areas (as
defined at the website listed below or such other medium of communication as
Cisco may elect) during the term of the Agreement and subject to Territory.
Focus Incentive applies only to Products which either:

         A.       Integrator sells to an End-User located in the in the
                  Territory identified in Exhibit A whose primary business, as
                  classified by the North American Industry Classification
                  System (NAIC) (http://www.ntis.gov/yellowbk/1nty205.htm),
                  qualifies such primary business as eligible for inclusion in
                  one of Cisco's specified Focus area, or sells to an End User
                  located elsewhere which is deemed by Cisco to qualify in
                  accordance with classification criteria equivalent to those
                  set forth by the NAIC, and such Focus area has been selected
                  as one of Integrator's Focus areas (Focus Incentive applies to
                  all Product on the Purchase Order); or

         B.       are part of a product set that Integrator has selected in
                  accordance with the applicable requirements for Focus Areas as
                  one of Integrator's Focus areas (Focus incentive applies to
                  only those Products which are included in the product set).

No more than one Focus Incentive may be applied against an individual line item
on a Purchase Order, including in the event such Product qualifies for Focus
Incentive based upon the End User's primary business and is also part of a
selected and qualified Focus area based on product set.

                                  Page 24 of 54

<PAGE>

<TABLE>
<CAPTION>
VERTICAL MARKET - U.S.                           DEFINITION
---------------------      -----------------------------------------------------
<S>                        <C>
Energy/Utilities           Companies involved in the extraction and delivery of
                             oil and gasoline, natural gas electricity, and/or
                             water

Finance/Insurance          Finance - (Retail & Investment Banking) Companies
                             that provide financial services, such as all types
                             of banks, credit institutions and investment funds.
                           Insurance - Companies providing insurance services.

Federal Government(1)      Entities which are legislative bodies, or
                             provide/administer civic functions.

Healthcare                 Companies involved in administering medical care.

Retail                     Companies involved in providing goods to retail
                             companies.

Transportation             Companies providing means of shipment of goods or
                             people (shipping Companies, airlines railroads).
</TABLE>

(1)      Integrator must meet the following criteria before qualifying for
         Federal Government Focus: Integrator must be Silver or Gold Certified;
         or Integrator must employ a minimum of one hundred (100) systems
         engineers dedicated to providing services to the Federal Government.

<TABLE>
<CAPTION>
PRODUCT SET - U.S.                      DEFINITION
------------------    ----------------------------------------------
<S>                   <C>
Multiservice          700, 800, 1700, 2600, 3600, 3800, BPX, IGX
Remote                Access 5200, 5300, 5800, Access Path,(1) 6100,
                      6200, 6400, 6500, CISCO90, UBR, UBR900, SC2200

LAN Switching         C2800, C2900, C2900XL, C3500XL, C4000, C5000,
                      C6000, CSS 11000
</TABLE>

(1)      Access Path is comprised of 3640, 5300, AP400, and AP 531 Series
         Products.

Cisco may change the availability or definition of Focus areas. Such changes may
adversely impact the availability of a particular Focus area to Integrator.
Cisco will provide Integrator with at least thirty (30) days prior written
notice of any such changes that adversely affect the availability of Focus
discounts to Integrator. Cisco reserves the right to audit End User information
to verify the information reported regarding sales made for a specified Focus
area. In the event Cisco determines, in its sole discretion, that Integrator has
reported sales as being within a Focus area whereas they were not, Cisco may,
without prejudice to any other rights under the Agreement, withdraw Focus
Incentive points to be applied to any future purchase and reclaim points falsely
claimed. Such misrepresentation shall be deemed a material breach of the
Agreement.

6.       INTERNAL USE DISCOUNT

Integrator may purchase Products for Internal Use at a discount of twenty-five
percent (25%) off of Cisco's then-current list price for such Products.

7.       DEMONSTRATION/EVALUATION PRODUCT

                                  Page 25 of 54

<PAGE>

To assist Integrator in its sales and marketing efforts, Integrator shall be
entitled to a discount of, forty-five percent (45%) for its purchases of
demonstration, evaluation, and lab equipment. This discount may be applied to a
maximum total value of Cisco Products as follows:

<TABLE>
<CAPTION>
INTEGRATOR'S             MAXIMUM TOTAL VALUE OF CISCO PRODUCTS* INTEGRATOR MAY PURCHASE USING
CERTIFICATION LEVEL      45 PERCENT DEMONSTRATION/EVALUATION/LAB DISCOUNT
-------------------      ---------------------------------------------------------------------
<S>                      <C>
Gold                     $150,000 in any 12-month period.
Silver                   $100,000 in any 12-month period.
Premier                  $75,000 in any 12-month period.
</TABLE>

*Based on purchase price paid by Integrator to Cisco.

Integrator agrees to use such Products solely for demonstration/evaluation
(non-production) purposes and any software received with or for such Products
may not be distributed further, and software for such Products is licensed to
Integrator solely for use for demonstration and evaluation purposes.

8.       NON-VALUE ADDED DISCOUNT

In the event that Cisco determines in its sole discretion that Integrator is
selling Cisco Product without significant added value as defined in the
Agreement, the total discount for any such opportunity will be reduced to a
total of ten percent (10%) off of Cisco's List Price. This remedy is without
prejudice to and in addition to all other rights and remedies available to Cisco
at law.

9.       POS REPORTING

In the event Integrator does not provide POS information at the time of order
entry, Integrator shall prepare such information in an electronic format as
specified by Cisco and forward such POS information to Cisco within seven (7)
days following the submission of an Order. The information shall include all
that which is set forth above under "IC/POS". Cisco shall have the right to
verify the information in such reports and shall be provided with reasonable
proof (shippers' documentation, invoices, etc.) confirming the information on
request.

Such reports shall be sent to the following e-mail address:
usl_tier_Dos8cisco.com

or such other address as Cisco may specify.

                                  Page 26 of 54

<PAGE>

                          SUB-PART C. DISCOUNT SUMMARY

OPTION:

         [X]      SPECIALIZATION

         [ ]      FOCUS

BASE DISCOUNT:                                                        26%

VOLUME INCENTIVE:
Volume Achievement
Forecast: $12M                                                         4%

CERTIFICATION INCENTIVE:
Gold   (3%)
Silver (2%)                                                            3%

SPECIALIZATION INCENTIVE:
WAN (2%)                                                             ___%
Security (including Advanced Security and VPNs) (2%)                 ___%
SNA/IP (2%)                                                          ___%
Voice Access (2%)                                                    ___%
Network Management (2%)                                              ___%
Wireless LAN (2%)                                                      2%
Cable (2%)                                                           ___%
IP Telephony (2%)                                                      2%

FOCUS INCENTIVE:

Integrator's Focus Areas:

First Focus Area:  LAN Switching (Vertical Market or Product Set)
Second Focus Area:  Multiservice (Vertical Market or Product Set)
Total Focus Incentive discount points:                                 4%

NOTE: Total of Volume Incentive plus Focus Incentive cannot exceed
ten percent (10% for Focus, eight (8%) for Specialization

IC/POS (1%)                                                            1%

TOTAL VALUE ADDED RESALE DISCOUNT - GENERAL (NON FOCUS AREAS):        38%

TOTAL VALUE ADDED RESALE DISCOUNT - RESALES TO FOCUS AREA(s):         42%

SUMMARY OF OTHER DISCOUNTS:
         INTERNAL USE                                                 25%
         DEMONSTRATION/EVALUATION EQUIPMENT                           45%
         NON-VALUE ADDED RESALE                                       10%

                                  Page 27 of 54

<PAGE>

                         PART 3: "NEW" DISCOUNT EXHIBIT

1.       CERTIFICATION INCENTIVE

Cisco Premier, Silver and Gold Certified Partner Programs are designed to
recognize and reward Partners who achieve the highest expertise in selling,
designing, supporting, and servicing Cisco solutions. Certified Partners have
completed comprehensive training that ensures a consistently high level of
Product knowledge, technical expertise and service capabilities. Integrator's
discount will be set based on the certification level Integrator has been
awarded at the time it submits a particular purchase order for Products.
Attainment of certification levels is governed by the requirements of Cisco's
Channel Partner Program. Effective July 2, 2001, these requirements will be
changed as part of the new Channel Partner Program. The new and old requirements
for each certification level are provided in the URLs identified in the
following table:

<TABLE>
<CAPTION>
PROGRAM  VERSION                                   URL
-------  -------  ---------------------------------------------------------------------
<S>      <C>      <C>
Gold     Old      www.cisco.com/warp/public/765/partner_programs/certification/old/gold
                  /requirements.shtml

         New      www.cisco.com/warp/public/765/partner_programs/certification/gold/
                  requirements.shtml

Silver   Old      www.cisco.com/warp/public/765/partner_programs/certification/old/
                  silver/requirements.shtml

         New      www.cisco.com/warp/public/765/partner_programs/certification/silver
                  /requirements.shtml

Premier  Old      www.cisco.com/warp/public/765/partner_programs/certification/old/
                  premier/requirements.shtml

         New      www.cisco.com/warp/public/765/partner_programs/certification/premier
                  /requirements.shtml
</TABLE>

Partner must comply with the requirements of a particular Program as outlined in
the information provided at the associated URL in order to achieve and retain
all program benefits, including any associated increase in discount.

Integrator's participation in a particular certification Program may be subject
to additional requirements, including compliance with Program audit
requirements. Certification requires the submission of an electronic
application. The application and program transition guidelines are available at:

www.cisco.com/go/channelprograms/

Certifications are granted by country, and discount points attributable to
certification will be provided based on the country specified in point of sale
information provided by Integrator at time of order. Cisco may designate larger
geographical areas in which certifications are effective. Such multi-national
areas will be identified by Cisco to Integrator at

www.cisco.com/go/channelprograms/

2.       DISCOUNT MATRICES

Discounts for Products will be as follows:

                                  Page 28 of 54

<PAGE>

<TABLE>
<CAPTION>
                                    INTEGRATOR'S DISCOUNT (PERCENTAGE OFF OF CISCO'S
INTEGRATOR'S CERTIFICATION LEVEL      THEN-CURRENT GLOBAL PRICE LIST LIST PRICE)
--------------------------------    ------------------------------------------------
<S>                                 <C>
Gold                                                         42 percent
Silver                                                       40 percent
</TABLE>

Note: Cisco reserves the right to introduce future Product families at different
discounts. Cisco will notify Integrator in writing (including by posting on CCO)
at least thirty (30) days prior to the introduction of such a new family of
Products.

3.       INTERNET COMMERCE/POINT OF SALE REPORTING

Integrator will submit electronically complete Point of Sale information with
each of its Resales of Products under this Agreement.

POS information is submitted electronically when Integrator uses IC or EDI
(Electronic, Data Interchange) technology in a format agreed in advance with
Cisco to submit orders electronically.

POS information must include the following:

         A.       Integrator's Purchase Order number.

         B.       Cisco's Product name and number.

         C.       End User (name of business or organization), ship-to and
                  bill-to address (country, state or province (US and Canada
                  only), zip or postal code), phone number.

Cisco shall have the right to verify all POS information provided; Integrator
shall provide Cisco with reasonable proof (shippers' documentation, invoices,
etc.) confirming the information on Cisco's written request.

In the event Integrator does not provide POS information at the time of order
entry, Integrator shall prepare such information in an electronic format as
specified by Cisco and forward such POS information to Cisco within seven (7)
days following the submission of an Order. The information shall include all
that which is set forth above under "IC/POS". Cisco shall have the right to
verify the information in such reports and shall be provided with reasonable
proof (shippers' documentation, invoices, etc.) confirming the information on
request.

Such reports shall be sent to the following e-mail address:
us1_tier_DosQcisco.com

or such other address as Cisco may specify.

4.       INTERNAL USE DISCOUNT

Integrator may purchase Products for Internal Use at a discount of twenty-five
(25) percent off of Cisco's then current list prices for such Products.

                                  Page 29 of 54

<PAGE>

5.       DEMONSTRATION/EVALUATION/LAB PRODUCT DISCOUNT

To assist Integrator in its sales and marketing efforts, Integrator shall be
entitled to a discount of forty-five percent (45%) for its purchases of
demonstration, evaluation, and lab equipment. This discount may be applied to a
maximum total value of Cisco Products as follows:

<TABLE>
<CAPTION>
    INTEGRATOR'S       MAXIMUM TOTAL VALUE OF CISCO PRODUCTS* INTEGRATOR MAY PURCHASE USING
CERTIFICATION LEVEL             45 PERCENT DEMONSTRATION/EVALUATION/LAB DISCOUNT
-------------------    --------------------------------------------------------------------
<S>                    <C>
Gold                                       $150,000 in any 12-month period.
Silver                                     $100,000 in any 12-month period.
Premier                                    $ 75,000 in any 12-month period.
</TABLE>

*Based on purchase price paid by Integrator to Cisco.

Integrator agrees to use such Products solely for demonstration/evaluation
(non-production) purposes and any software received with or for such Products
may not be distributed further, and software for such Products is licensed to
Integrator solely for use for demonstration and evaluation purposes.

                                  Page 30 of 54

<PAGE>

                                    EXHIBIT C
                                 SUPPORT EXHIBIT
                  [SVC-10012 REV. F (1) RELEASE DATE: 07/19/01]

                       CISCO BRAND SERVICES RESALE EXHIBIT

This Support Exhibit ("Exhibit") supplements the Agreement and all the terms and
conditions of the Agreement apply to this Exhibit; provided, that to the extent
there is a conflict between the Agreement and this Exhibit, the terms of this
Exhibit shall take precedence over the terms and conditions of the Agreement
with regard to the subject matter described herein.

1.       DEFINITIONS.

         1.1      "Bug Fix" means an error correction, patch or workaround for
                  the Software which Cisco provides to Distributor.

         1.2      "CCO" means Cisco Connection Online, Cisco's online
                  information web server.

         1.3      "Equipment Schedule" means the approved Cisco-provided list of
                  Product covered under each End User's Support Agreement, where
                  applicable.

         1.4      "First Call" means the initial call made by the End User when
                  requesting assistance with Product.

         1.5      "Other Product" means Product which an End User acquired from
                  sources other than Integrator.

         1.6      "Services" mean the Cisco brand services listed in Attachment
                  1 which are available for resell to End User.

         1.7      "Support Agreement" means the then-current agreement for the
                  Services.

2.       SCOPE The support hereunder is intended for Integrators which do not
         support End Users under their own brand of service. Integrator, in lieu
         of providing service directly, will resell Cisco brand Services to be
         delivered directly by Cisco to the End User as described herein.

3.       CISCO RIGHTS AND OBLIGATIONS. For each End User to which Integrator
         resells Cisco brand services, Cisco will provide, in accordance with
         the following terms and conditions, Services directly to Integrator's
         End User as described herein.

         3.1      CCO Access. Cisco will provide an appropriate level of partner
                  access to CCO. This system provides Integrator with technical
                  and general information on Products.

         3.2      Warranty. For the duration of the Cisco warranty period, Cisco
                  will provide Bug Fixes and Hardware replacement service to
                  Integrator as follows:

                  3.2.1    Bug Fixes.

                           3.2.1.1  When required, Cisco will provide new
                                    Software to Integrator to correct a problem,
                                    or provide a network-bootable Software
                                    image, as determined by Cisco.

                                  Page 31 of 54

<PAGE>

                           3.2.1.2  Distribution Rights. Cisco grants Integrator
                                    the right to distribute Bug Fixes to its End
                                    Users provided the End User is currently
                                    licensed to use the Software.

                  3.2.2    Hardware Support. Cisco will replace Product in
                           accordance with the warranty terms set forth in the
                           published Product warranty provided with the original
                           Product.

         3.3      Resale of Services.

                  3.3.1    Service Availability. Cisco will make the Services
                           listed in Attachment 1 to this Exhibit available to
                           Integrator to resale to Integrator's End Users.
                           Services are subject to the availability limitations
                           specified in Attachment 1.

                  3.3.2    Resale Options. Cisco provides two means of reselling
                           Cisco brand services to End Users, a partner managed
                           option and a pass through option as described below.

                           3.3.2.1  Partner Managed. Under this option,
                                    Integrator may take the First Call from the
                                    End User and may open a case with Cisco on
                                    behalf of the End User using End User's
                                    Support Agreement number. At all times the
                                    End User has the option of calling Cisco
                                    directly for support. In addition,
                                    Integrator may request email notification
                                    whereby Cisco notifies Integrator of End
                                    User activity with Cisco.

                           3.3.2.2  Pass Through. Under this option, all
                                    interaction is solely between Cisco and the
                                    End User. The End User calls and open cases
                                    directly with Cisco.

                           3.3.2.3  Option Selection. Integrator must choose
                                    either the partner managed or pass through
                                    option on the Cisco Support Resale Form
                                    (Attachment 2). If Integrator does not
                                    select an option, Cisco will assume the pass
                                    through option applies.

         3.4      Support Agreements. Support will be provided to End Users
                  pursuant to a Support Agreement between Cisco and End User.
                  The Support Agreements to be used are provided by Cisco.
                  Notwithstanding anything to the contrary, nothing in this
                  Exhibit shall require Cisco to execute a Support Agreement
                  with an End User.

                  3.4.1    Prior to commencing Services for an End User, Cisco
                           must receive the documents specified in Section 4.12
                           of this Exhibit whereupon Cisco will:

                           3.4.1.1  Validate Product model and serial numbers.

                           3.4.1.2  Confirm by executing and returning the
                                    Support Agreement, and providing an
                                    Equipment Schedule (excluding charges) and
                                    the Support Agreement number to the End
                                    User.

                           3.4.1.3  Provide a copy of the Equipment Schedule
                                    (including charges) and Support Agreement
                                    number to Integrator.

                                  Page 32 of 54

<PAGE>

4.       INTEGRATOR RIGHTS AND OBLIGATIONS.

         4.1      Resale of Services. Subject to the terms and conditions of
                  this Exhibit, Integrator is authorized on a non-exclusive
                  basis to resell the Services to End Users, according to the
                  following process:

                  4.1.1    Integrator resells the Services to an End User,
                           providing the End User with a copy of the relevant
                           Support Agreement for review and signature.
                           Integrator may not make any modification(s) to the
                           Support Agreement.

                  4.1.2    Cisco requires the following documents from
                           Integrator prior to commencing Services to End Users:

                           4.1.2.1  Completion and submission of a Resale Form
                                    (Attachment 2 to this Exhibit).

                           4.1.2.2  Signed Support Agreement by the End User
                                    sent to the following address:

                           Cisco Systems, Inc.
                           Service Business Operations (Contracts)/Customer
                           Advocacy
                           170 West Tasman Drive
                           San Jose, CA 95134

                           4.1.2.3  Valid purchase order for the applicable
                                    service price from Integrator.

                           4.1.2.4  Completed Letter of Assurance, a copy of
                                    which is provided with the Support Agreement
                                    when applicable.

                           4.1.2.5  Integrator's submission of incomplete or
                                    incorrect documents, including unauthorized
                                    modifications to a Support Agreement, will
                                    delay execution and return of the Support
                                    Agreement.

                  4.1.3    Renewal of Support Agreements. The End User's Support
                           Agreement will be renewed according to whether the
                           pass through or the partner managed option has been
                           selected by Integrator as follows:

                           4.1.3.1  Partner Managed. Under the partner managed
                                    option, Cisco renews the Support Agreement
                                    through Integrator. Forty five (45) days
                                    prior to renewing the Equipment Schedule to
                                    the Support Agreement, Cisco will send a
                                    renewal notice to Integrator. Upon receipt
                                    of Cisco's notice of renewal of the
                                    Equipment Schedule for the End User,
                                    Integrator will forward to Cisco either (i)
                                    the completed renewal with purchase order or
                                    (ii) notice of cancellation. If renewal or
                                    notice of cancellation is not received by
                                    Cisco by the renewal date of the Equipment
                                    Schedule, Cisco reserves the right to renew
                                    directly with the End User.

                           4.1.3.2  Pass Through. Under the pass through option,
                                    Cisco will renew all Support Agreements
                                    directly with the End User. Integrator is
                                    not involved in the renewal of Service
                                    delivered through the pass through option.

                                  Page 33 of 54

<PAGE>

                  4.1.4    Responsibilities under Partner Managed Option.

                           4.1.4.1  All calls opened by Integrator on behalf of
                                    the End User shall be handled and escalated
                                    in accordance with the Cisco's Problem
                                    Prioritization and Escalation Guideline
                                    (Appendix A).

                           4.1.4.2  Equipment Schedule.

                                    4.1.4.2.1 For all Services, Product covered
                                              under an End User's Support
                                              Agreement is listed in the
                                              Equipment Schedule(s).

                                    4.1.4.2.2 Integrator must provide, thirty
                                              (30) days notice of requested
                                              addition(s) to the Equipment
                                              Schedule. In addition, thirty (30)
                                              days notice is required for
                                              Product relocations and service
                                              level/Product configuration
                                              changes, where applicable. For
                                              Product on the Equipment Schedule
                                              which End User has moved to a new
                                              location, Integrator will notify
                                              Cisco in writing (i.e., facsimile,
                                              electronic mail or using CCO).

                                    4.1.4.2.3 The Equipment Schedule may be
                                              revised for new Product, service
                                              level upgrades and Product
                                              configuration changes by
                                              Integrator's purchase order
                                              requesting such revisions and
                                              Cisco's acceptance thereof (based
                                              on availability). For changes,
                                              Cisco will charge the pro-rated
                                              difference from when the change is
                                              requested to the end of the
                                              impacted Equipment Schedule's
                                              term.

         4.2      Warranty Service.

                  4.2.1    Integrator shall provide to its End Users, at no
                           charge, all warranty service for a minimum of the
                           warranty period set forth in the published Product
                           warranty provided with the original Product. Warranty
                           shall commence upon shipment to the End User.
                           Warranty service consists of the following Software
                           and Hardware replacement services:

                           4.2.1.1  Integrator will distribute Bug Fixes to the
                                    End User during the warranty period.

                           4.2.1.2  Integrator will meet the replacement
                                    obligations as set forth in the then-current
                                    published Product warranty applicable to the
                                    particular Product sold to the End User.

                  4.2.2    Returns Coordination. For Product returned to Cisco
                           for replacement under warranty, Integrator will
                           comply with the following:

                           4.2.2.1  Coordinate the return of all failed parts,
                                    freight and insurance prepaid, to the Cisco
                                    designated location. For Product that has
                                    been advance replaced pursuant to the
                                    Product warranty terms, Integrator shall
                                    return failed/defective Product within ten
                                    (10) days of receipt of the

                                  Page 34 of 54

<PAGE>

                                    replacement Product; otherwise, Product will
                                    be invoiced to Integrator at the then
                                    current list price.

                           4.2.2.2  Comply with the following RAM procedure:

                                    4.2.2.2.1    Ensure all Products are
                                                 properly packaged prior to
                                                 being shipped, and will include
                                                 a written description of the
                                                 failure and specification of
                                                 any changes or alterations made
                                                 to the Product. Product
                                                 returned to Cisco will conform
                                                 in quantity and serial number
                                                 to the RMA request.

                                    4.2.2.2.2    Tag each Product returned with
                                                 the RMA transaction number and
                                                 a brief description of the
                                                 problem.

         4.3      Unsupported End User List. Integrator must provide information
                  on all End Users who have purchased Product from Integrator
                  without also purchasing Services. Each quarter, Cisco will
                  provide a report identifying the model types and serial
                  numbers of Product purchased by Integrator for which the
                  following information is required: End User name, address and
                  phone number. Integrator will complete and return this
                  information to Cisco no later than twenty (20) business days
                  from the date the report is provided to Integrator.

5.       PRICE AND PAYMENT TERMS.

         5.1      Discount for Initial Term. For the initial term of the
                  Equipment Schedule(s) to the Support Agreement, the price of
                  Services to Integrator is the then-current service list price
                  less the applicable discount based on Integrator's penetration
                  rate calculated as follows:

                  5.1.1    Determination of Service Penetration Rate. Service
                           penetration rate is calculated by Integrator's total
                           number of Products covered by Cisco brand services
                           (per Attachment 1) as a percentage of the total
                           number of Products purchased over a period of twelve
                           (12) months, starting from fourteen (14) months prior
                           to the Effective Date of the Agreement.

<TABLE>
<CAPTION>
Penetration Rate  Discount
----------------  --------
<S>               <C>
 0%-35%              10%
36%-55%              15%
56%-74%              20%
75%+                 25%
</TABLE>

                  5.1.2    Integrator's resale discount is listed in Appendix B
                           to this Exhibit. Cisco will review Integrator's
                           actual service sales penetration at six month
                           intervals and reserves the right to adjust
                           Integrator's resale discount at the time of review.

                  5.1.3    Integrator must have purchased Product for a minimum
                           of twelve months in order to determine the
                           penetration rate.If Integrator has less than twelve
                           months of Product purchases, Integrator's discount
                           will be ten percent (10%).

                  5.1.4    Integrator's discount on Services shall be determined
                           by calculating the rate of Services penetration
                           solely on Product purchased by Integrator under this
                           Agreement.

                                 Page 35 of 54

<PAGE>

         5.2      Upon renewal of the Equipment Schedule(s), the discount will
                  be as follows: Under the partner-managed resale option, the
                  discount shall be the corresponding discount associated with
                  the Penetration Rate. Under the pass through option,
                  Integrator will not receive a discount as Cisco renews
                  directly with End User.

         5.3      The discounts listed above do not apply when Integrator
                  resells Cisco brand services for Other Product. Integrator
                  discount for Other Product shall be fifteen percent (15%).

         5.4      All Services are invoiced annually in advance, payable thirty
                  (30) days from the invoice date in U.S. Dollars unless
                  otherwise agreed to in the Agreement.

         5.5      All prices in the Equipment Schedule(s) are exclusive of any
                  taxes and duties which, if applicable, shall be paid by
                  Integrator. Applicable taxes are billed as a separate item. In
                  addition, the following items will be billed to Integrator:
                  time and material fees and Product list price of replaced
                  Product not returned pursuant to the terms of End User's
                  Support Agreement.

         5.6      This Agreement may be terminated by Cisco and/or Cisco may
                  suspend its performance immediately upon Notice if (i)
                  Integrator does not provide the Unsupported End User List
                  pursuant to Section 4.3 within thirty (30) days after the end
                  of the previous quarter and after Notice from Cisco or (ii)
                  Integrator fails to pay for the Services when due and fails to
                  make such payment within fifteen (15) days after Notice from
                  Cisco of such past due payment. Notwithstanding the above,
                  Cisco shall have the right to seek payment for Services
                  directly from the End User in the event Integrator does not
                  remit payment to Cisco pursuant to the payment terms.

         5.7      Integrator is free to determine its resale prices
                  unilaterally. Integrator understands that neither Cisco, nor
                  any employee or representative of Cisco, may give any special
                  treatment (favorable or unfavorable) to Integrator as a result
                  of integrator's selection of resale prices. No employee or
                  representative of Cisco or anyone else has any authority to
                  specify what Integrator's resale prices for the Services must
                  be, or to inhibit in any way, Integrator's pricing discretion
                  with respect to the Services.

         5.8      Support for Other Product. Integrator may support Other
                  Product under the following conditions: Integrator provides
                  Cisco (i) a request to support Other Product and (ii) a letter
                  from the End User including a request for Service from the
                  Integrator and a list of the Product(s) and serial number(s)
                  to be supported.

6.       GENERAL

         6.1      Entitlement. Integrator acknowledges that an End User is
                  entitled to receive support services only on Product for which
                  Integrator has paid the applicable support fees. Integrator
                  agrees to assist Cisco with enforcement of End User
                  entitlement as necessary.

         6.2      Disclosure of Contract Information. Integrator acknowledges
                  and agrees that in no event shall any of the information
                  contained in this Exhibit or integrator's Agreement number be
                  disclosed to any third party.

         6.3      Representations and Warranties. Integrator shall not make any
                  representations or warranties on behalf of Cisco, except as
                  expressly

                                  Page 36 of 54

<PAGE>

                  authorized herein or as expressly authorized by Cisco in
                  writing. Neither Integrator nor Cisco will make any obligation
                  to End Users on behalf of the other, nor commit the resources
                  of the other to End Users.

         6.4      Independent Contractors. The relationship of Cisco and
                  Integrator established by this Exhibit is that of independent
                  contractors, and nothing contained in this Exhibit shall be
                  construed to (i) give either party the power to direct and
                  control the day-to-day activities of the other, (ii)
                  constitute the parties as joint venturers, co-owners or
                  otherwise as participants in a joint or common undertaking,,
                  or (iii) allow Integrator to create or assume any obligation
                  on behalf of Cisco for any purpose whatsoever. All financial
                  obligations associated with Integrators business are the sole
                  responsibility of Integrator. All sales and other agreements
                  between Integrator and its End Users are Integrator's
                  exclusive responsibility and shall have no effect on
                  Integrator's obligations under this Agreement. Integrator
                  shall be solely responsible for, and shall indemnify and hold
                  Cisco free and harmless from, any and all claims, damages or
                  lawsuits (including Cisco's attorneys' fees) arising out of
                  the acts of Integrator, its employees or its agents.

         6.5      Indemnification. Integrator hereby indemnifies and holds Cisco
                  harmless from any claim, loss, damage or expense, including
                  reasonable court costs and attorney's fees, resulting from any
                  claim made by End User against Cisco hereunder under claim of
                  a third party beneficiary or otherwise. This shall not limit
                  Cisco's obligations, subject to the terms and conditions of
                  this Agreement, to provide the Services described herein.

                                  Page 37 of 54

<PAGE>

                            ATTACHMENT 1 TO EXHIBIT D
                              SERVICES AVAILABILITY

<TABLE>
<CAPTION>
               Service                                     Availability
--------------------------------------   --------------------------------------------------
<S>                                      <C>
SMARTnet 8x5xNext Business Day ("NBD")   Available in the U.S., Canada, Australia, European
                                         Union, Switzerland, Norway

SMARTnet 8x5x4(1)                        Available in the U.S., Canada and Australia

SMARTnet 24x7x4(1)                       Available in the U.S., Canada and Australia

SMARTnet Onsite 8x5xNBD                  Available in the US., Canada and Australia

SMARTnet Onsite 8x5x4(1,2)               Available in the U.S, Canada and Australia

SMARTnet Onsite 24x7x4(1,2)              Available in the U.S., Canada and Australia

Software Application Services ("SAS)     Available in the U.S., Canada, Australia, European
                                         Union, Switzerland, Norway

Software Application Services with Updates
((degree)SASU')
</TABLE>

     A CURRENT FIST OF SERVICES IS PROVIDED ABOVE. LIST MAY BE UPDATED FROM
          TIME TO TIME. CURRENT INFORMATION IS AVAILABLE UPON REQUEST.

1.       Availability is restricted to within one hundred (100) miles of a parts
         depot.

2.       Availability is restricted to within fifty (50) miles of an authorized
         service location.

                                  Page 38 of 54

<PAGE>

                            ATTACHMENT 2 TO EXHIBIT D
                            CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand
Services to End Users.

Completion of this form will ensure:

-    Integrators receive the appropriate discounts.

-    Integrator's End Users receive the entitled level of service and support.

-    Partner Notification e-mail is setup for Integrator.

STEP 1- Select Resale Option

[ ]  Pass-through Option:       Cisco delivers support, Cisco renews direct with
                                End User.

[ ]  Partner Managed Option:    Cisco delivers support, Integrator manages
                                renewal, Integrator first call optional Partner
                                Notification optional.

STEP 2 -Complete Integrator billing information. (required for both resale
options)

INTEGRATOR: Name and Billing Address (as they appear on Purchase Order):
[ ] Same as Sales Order Bill-to

Name:___________________________________________________________________________

Address:________________________________________________________________________

City/State:_____________________________________________________________________

Country:________________________________________________________________________

Postal Code:____________________________________________________________________

Contact/ Phone No.:_____________________________________________________________

Channel Certification Level:____________________________________________________

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS (for Partner Managed Option)
Address or Alias: _____________________(i.e. Integrator_TAC@Integrator.com)
Required if you would like to receive automatic notification of End User
activity with Cisco on this Support Agreement.

                                  Page 39 of 54

<PAGE>

Step 3 - Complete End User billing information (required for pass-through option
only)

END USE: Name and Billing Address (as they appear on Purchase Order): ? Same as
Sales Order Ship-to

Name:___________________________________________________________________________

Address:________________________________________________________________________

City/State:_____________________________________________________________________

Country:________________________________________________________________________

Postal Code:____________________________________________________________________

Contact/Phone No.:______________________________________________________________

STEP 4 - Complete Coverage Type, site details and existing contract information
(required for both resale options

End Customer Name:              Product Type:
Str:                            Original Product Purchase Order:
City:                           Serial Number:
State/Postal Code:              End User Existing Support Agreement Number:
ATTN:
Phone/Fax:
Product/Serial No.

                                  Page 40 of 54

<PAGE>

                           ADDITIONAL SITES WORKSHEET

End Customer Name:          Product Type:
Str:                        Original Product Purchase Order:
City:                       Serial Number:
State/Postal Code:          End User Existing Support Agreement Number:
ATTN:
Phone/Fax:
Product/Serial No.

End Customer Name:          Product Type:
Str:                        Original Product Purchase Order:
City:                       Serial Number:
State/Postal Code:          End User Existing Support Agreement Number:
ATTN:
Phone/Fax:
Product/Serial No.

End Customer Name:          Product Type:
Str:                        Original Product Purchase Order:
City:                       Serial Number:
State/Postal Code:          End User Existing Support Agreement Number:
ATTN:
Phone/Fax:
Product/Serial No.

[ ] SMARTnet 8x5xNBD        [ ] SMARTnet8x5x4      [ ] SMARTnet24x7x4

End Customer Name:          Product Type:
Str:                        Original Product Purchase Order:
City:                       Serial Number:
State/Postal Code:          End User Existing Support Agreement Number:
ATTN:
Phone/Fax:
Product/Serial No.

                                  Page 41 of 54

<PAGE>

                                   APPENDIX A
              CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE

To ensure that all problems are reported in a standard format, Cisco has
established the following problem priority definitions. These definitions will
assist Cisco in allocating the appropriate resources to resolve problems.
Integrator must assign a priority to all problems submitted to Cisco. PROBLEM
PRIORITY DEFINITIONS:

         Priority 1:       An existing network is down or there is a
                           critical impact to the End User's business operation.
                           Cisco, Integrator and End User will commit full-time
                           resources to resolve the situation.

         Priority 2:       Operation of an existing network is severely
                           degraded, or significant aspects of the End Users
                           business operation are being negatively impacted by
                           unacceptable network performance. Cisco, Integrator
                           and End User will commit full-time resources during
                           Standard Business Hours to resolve the situation.

         Priority 3:       Operational performance of the network is impaired
                           while most business operations remain functional.
                           Cisco, Integrator and End User are willing to commit
                           resources during Standard Business Hours to restore
                           service to satisfactory levels.

         Priority 4:       Information or assistance is required on Cisco
                           product capabilities, installation, or configuration.
                           There is clearly little or no impact to the End
                           User's business operation. Cisco, Integrator and End
                           User are willing to provide resources during Standard
                           Business Hours to provide information or assistance
                           as requested.

Cisco encourages Integrator to reference this guide when Integrator-initiated
escalation is required. If Integrator does not feel that adequate forward
progress or the quality of Cisco service is satisfactory, Cisco encourages
Integrator to escalate the problem ownership to the appropriate level of Cisco
management by asking for the TAC Duty Manager.

CISCO, ESCALATION GUIDELINE:

<TABLE>
<CAPTION>
Elapsed
 Time          Priority 1                Priority 2                  Priority 3             Priority 4
-------  -----------------------   --------------------------   --------------------    -------------------
<S>      <C>                       <C>                          <C>                     <C>
         Customer
1-Hour   Engineering Manager

         Technical Support         Customer Engineering
4-Hour   Director                  Manager

         Vice President Customer   Technical Support Director
24-Hour  Advocacy

         President (CEO)           Vice President Customer
48-Hour                            Advocacy

                                                                Customer Engineering

72-Hour                                                         Manager
                                   President (CEO)              Technical Support       Customer
96-Hour                                                         Director                Engineering Manager
</TABLE>

                                  Page 42 of 54

<PAGE>

Note:    Priority 1 problem escalation times are measured in calendar hours 24
         hours per day, 7 days per week. Priority 2, 3 and 4 escalation times
         correspond with Standard Business Hours. The Cisco Manager to which the
         problem is escalated will take ownership of the problem and provide the
         Integrator with updates. Cisco recommends that Integrator-initiated
         escalation begin at the Customer Engineering Manager level and proceed
         upward using the escalation guideline shown above for reference. This
         will allow those most closely associated with the support resources to
         correct any service problems quickly.

ACCESSING TAC:

North America, South America:  +1-800-553-2447 (within the United States)
                               +1-408-526-7209

Europe, Middle East, Africa:   +32-2-778-4242
Asia Pacific:                  +1-800-805-227 (within Australia)
                               +61-2-9935-4107

                                  Page 43 of 54

<PAGE>

                                   APPENDIX B

                      CISCO BRAND SERVICES RESALE DISCOUNT

Integrator's discount 25%

                                  Page 44 of 54

<PAGE>

                                    EXHIBIT D
                          NETWORKED COMMERCE ATTACHMENT

This Networked Commerce Attachment ("Attachment") supplements the Agreement and
all the terms and conditions of the Agreement apply to this Attachment;
provided, that to the extent that there is conflict between the Agreement and
this Attachment, the terms of this Attachment shall take precedence over the
terms and conditions of the Agreement with regards to the subject matter
described herein.

1.       Integrator may enroll in Cisco's Marketplace Internetworking Product
         Center (the "Program") by returning the form set forth in Attachment 1
         indicating the users of Integrator who are authorized to submit
         electronic orders on behalf of Integrator ("Authorized Users"). Upon
         execution of the Agreement by Cisco and Integrator, Cisco will entitle
         those users to submit electronic orders. The Program allows direct
         Integrators and partners to configure, price, and route orders and then
         submit them electronically.

2.       Integrator agrees that the person using the Program address/password is
         an Authorized User and has the capacity and authority to place orders
         for Cisco Products and services on behalf of Integrator, and Program
         password security is the responsibility of Integrator. Cisco and
         Integrator agree that an order placed through the Program is the
         equivalent of a signed purchase order.

3.       Integrator shall have the right to change, add or delete Authorized
         Users upon written notification, with verification of receipt, to
         Cisco. Cisco agrees to implement such changes, additions or deletions
         within twenty-four (24) hours of receipt of such written notification.

4.       Integrator's participation in the Program may be terminated by Cisco,
         with or without cause, upon fifteen (15) days written notice to
         Integrator.

5.       Cisco reserves the right to accept or decline any purchase order
         submitted via the Program.

6.       Integrator agrees that a Cisco invoice may be the only documentation
         provided by Cisco for purchase and payment of Cisco's Products and
         services ordered via the Program.

7.       The parties agree that Cisco shall not be liable for any incidental,
         consequential or special damages arising from, or as a result of, the
         electronic transmission of orders or other information even if Cisco
         has been advised of the possibility of such damages.

8.       Integrator agrees to waive any future challenge to the validity and
         enforceability of any order submitted via the Program on the grounds
         that it was electronically transmitted and authorized.

9.       Integrator is responsible for all costs and charges, including without
         limitation, phone charges and telecommunications equipment, incurred in
         order to use the Program.

                                  Page 45 of 54

<PAGE>

                                    EXHIBIT D
                                  ATTACHMENT 1
                 NETWORKED COMMERCE AGENTS ENROLLMENT ATTACHMENT
                         INTEGRATOR AUTHORIZED USER FORM

Please indicate the names of the users of Integrator who are authorized to
submit electronic orders on behalf of Integrator (i.e. Authorized Users) under
the Program. If there are any special circumstances or restrictions that apply
to an Authorized User, please indicate in the area provide at the bottom of the
page.

<TABLE>
<CAPTION>
NAME (FIRST & LAST)     JOB TITLE      USER ID
------------------      ---------      -------
<S>                     <C>            <C>
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
__________________      _________      _______
</TABLE>

Special Instructions/Restrictions:

                                  Page 46 of 54

<PAGE>

                                    EXHIBIT F
                              SPECIAL LICENSE TERMS

                 DEFINITIONS APPLICABLE TO ALL SPECIAL LICENSES

         Service Provider means an entity which has acquired Cisco's Products in
         order to create and provide Network Services to End Users.

         Network Services include the following services: access to the Internet
         and data transmission and value-added telecommunications services
         related to such transmission, including managed network services
         whereby Service Provider manages network elements belonging to or
         located at the premises of End Users in conjunction with
         telecommunications services to End Users by Service Provider.

                               CISCO NAM SOFTWARE

1.0      DEFINITIONS

         Central NAM Software means a software system that is configured to
         handle initial route requests from the Integrator network. Central NAM
         Software is capable of handling a variety of initial routing requests
         to completion, and uses scripting logic to return a network label to
         the Integrator network. This label instructs the network on where to
         deliver the call. The Central NAM Software also forwards some route
         requests to dedicated CICM Software.

         Central Site Software means the Software known as the Central NAM
         Software and CICM Software which must be centrally located at
         Integrator's site in order to provide call center services to
         Integrator's End Users.

         CICM Software means the Software known as the Customer Intelligent
         Contact Management ("CICM") Software which are installed at
         Integrator's central site, dedicated to a specific End User and
         connected to Remote Site Software.

         CISCO NAM Software means Software, which Cisco designates as the
         Network Applications Management ("AM) Software and associated tools
         and utilities.

         Remote Site Software(s) means that portion of the CISCO NAM Software
         that must be installed at an End User site in order for such End User
         to receive call center services from the Integrator or which is
         installed centrally at Integrator's central site and End User has
         access to same. Rernote Site Software means the Software known as the
         CISCO Peripheral Gateway, CISCO Admin Workstation, CISCO Gateway
         Partitioning and other CISCO Software deployed to a specific Customer
         and a specific CICM Software instance.

2.0      LICENSE RESTRICTIONS

2.1      If CISCO NAM Software is licensed to a Service Provider by an
         Integrator, Integrator may grant Service Provider the non-exclusive,
         non-transferable license to distribute Remote Site Software in the
         Territory to its End Users subject to these Special License Terms on a
         temporary basis while Service Provider is providing call center
         services via the CISCO NAM Software to such End User. Service
         Provider's license to such End User must be via a Sublicense between
         Service Provider and End User where this Sublicense meets the
         requirements set forth in the Agreement to which this Exhibit is
         attached. Integrator shall ensure that Service Provider is bound and
         will abide by the Special License Terms for CISCO NAM Software.

                                  Page 47 of 54

<PAGE>

2.2      CISCO NAM Software may be used internally in Integrator's organization
         and may be used as a component of a service offering to third parties.

2.3      Integrator may only distribute and grant access to Remote Site Software
         via a Sublicense to End Users who may use this Software only during the
         period where an Integrator is providing call center services to the End
         User via the Software.

2.4      Once call center services between Integrator and End User have ceased,
         End User will cease using and return the Remote Site Software to
         Integrator. Once returned, integrator may redeploy the CICM Software
         and redeploy Remote Site Software which were dedicated to that former
         End User to another End User subject to Cisco's then-current
         redeployment policies and fees.

2.5      If Integrator has purchased Advanced Services Customer Program
         Licenses, then Integrator may only deploy the total number of Advanced
         Services Customers listed on the Order. Each Advanced Services Customer
         must be entered as a customer in the CICM configuration and correspond
         to an entry in the Customer Definition Table for the CICM instance in
         which that Customer is defined. Each Advanced Services Customer entry
         in a Customer Definition Table (Central NAM or CICM Software) must have
         an Advanced Services Customer Program License.

2.6      If Integrator has purchased a CICM Software license, then Integrator
         may install a single instance of the CICM application under this
         license. A CICM instance has an independent CICM database, its own set
         of Windows NT registry configuration entries, and its own set of TCP/IP
         service ports for communication with other CICM system components. Each
         such instance is an independent CICM for purposes of the license grant,
         whether there is a single CICM instance or multiple CICM instances
         installed on the underlying hardware.

2.7      The End Users license to use the Software(s) shall terminate by (1) End
         User's breach of the terms and conditions of the Software License
         Agreement as modified or (2), if Integrator ceases performing call
         center services via the Software to End User. Once End Users license
         terminates, End User shall discontinue using the Software and return
         any Software in its possession to Integrator.

3.0      REDEPLOYMENT POLICIES AND FEES

3.1      Integrator may only redeploy each CICM Software from supporting one End
         User to supporting another End User once in each twelve (12) month
         period with the first such redeployment period beginning upon the
         shipping date of such Software and ending twelve (12) months thereafter
         and the second such redeployment period commencing on the expiration of
         the first such period and so on. The redeployment fees due Cisco as the
         result of such redeployment shall equal twenty (20%) of the list price
         of such CICM Software at the time this redeployed Software was first
         ordered.

3.2      The redeployment fees due Cisco as the result of a redeployment of
         Remote Site Software from supporting one End User CICM Software
         instance to another shall equal twenty (20%) of the list price of such
         Remote Site Software at the time this redeployed Software was first
         ordered.

3.3      With respect to the redeployment of Remote Site Software, should this
         software be redeployed by connecting it to a different type of target
         platform, Cisco will charge Integrator a license conversion fee equal
         to ten (10%) of the list price of the Software connecting to the new
         target platform at the time the licenses are converted. Furthermore,
         should this software be redeployed by connecting it to a new target
         platform and there is a difference between the list price of the

                                  Page 48 of 54

<PAGE>

         Software connecting to the existing platform at the time this Software
         was first ordered and the list price of the Software connecting to the
         new target platform at the time of conversion and the list price for
         the Software connecting to the new target platform is greater,
         Integrator will pay Cisco the difference between these two prices after
         applying Integrator's current discount for the Software. No credit will
         be given to Integrator should the list price for the Software
         connecting to the new target platform be less than the list price for
         the Software connecting to the existing platform.

3.4      The redeployment and conversion fees specified herein do not include
         any charges or expenses for any services Cisco performs at the request
         of Integrator in relation to the redeployed or converted Software.
         Redeployment and conversion fees shall be due upon redeployment or
         conversion as the case may be.

3.5      Should Integrator need to inventory CICM Software and Remote Site
         Software because same cannot be redeployed immediately, Integrator may
         take these inventoried items off support; however, to reestablish
         support for these items, Cisco will charge Integrator a reinstatement
         fee equal to the support fees not paid that would have been paid, if
         the Software had been continuously covered by support plus twenty-five
         (25) percent of same.

                               CISCO ICM SOFTWARE

CISCO ICM Software may only be used internally to Integrator's or End User's
organization and may not be used as a component of a service offering to third
parties; additionally, Integrators may distribute this ICM Software to Service
Providers or End Users via a Sublicense for its internal use under the terms and
conditions of the Agreement to which this Exhibit is attached.

If customer, whether an Integrator or End User, has purchased an ICM Software
license, then such customer may install a single instance of the ICM application
under this license. An ICM instance has an independent ICM database, its own set
of Windows NT registry configuration entries, and its own set of TCP/IP service
ports for communication with other ICM system components. Each such instance is
an independent ICM for purposes of the license grant, whether there is a single
ICM instance or multiple ICM instances installed on the underlying hardware.

                    CISCO CUSTOMER INTERATION SUITE SOFTWARE

The CISCO Customer Interaction Suite Software may only be used internally to
Integrator's or End User's organization and may not be used as a component of a
service offering to third parties; additionally, Integrators may distribute this
Software to Service Providers or End Users via a Sublicense under the terms and
conditions of the Agreement to which this Exhibit is attached.

                                  Page 49 of 54

<PAGE>

                                   EXHIBIT S
                     END USER LICENSE AND SOFTWARE WARRANTY

                           SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING OR
USING CISCO OR CISCO-SUPPLIED SOFTWARE.

BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS
THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT
AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN (A) DO NOT DOWNLOAD, INSTALL OR
USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF
THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE
PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER
PURCHASE FROM CISCO OR AN AUTHORIZED CISCO RESELLER, AND APPLIES ONLY IF YOU ARE
THE ORIGINAL PURCHASER.

The following terms govern your use of the Software except to the extent a
particular program (a) is the subject of a separate written agreement with Cisco
or (b) includes a separate "click-on" license agreement as part of the
installation and/or download procem To the extent of a conflict between the
provisions of the foregoing documents, the order of precedence shall be (1) the
written agreement, (2) the click-on agreement, and (3) this Software License.

LICENSE. Subject to the terms and conditions of and except as otherwise provided
in this Agreement, Cisco Systems, Inc. or the Cisco Systems, Inc. subsidiary
licensing the Software, if sale is not directly by Cisco Systems, Inc.
("Cisco'), and its suppliers grant to Customer ("Customer") a nonexclusive and
nontransferable license to use the specific Cisco program modules, feature
set(s) or feature(s) for which Customer has paid the required license fees (the
"Software"), in object code form only. In addition, the foregoing license shall
also be subject to the following limitations, as applicable:

-        Unless otherwise expressly provided in the documentation, Customer
         shall use the Software solely as embedded in, for execution on, or
         (where the applicable documentation permits installation on non-Cisco
         equipment) for communication with Cisco equipment owned or leased by
         Customer;

-        Customer's use of the Software shall be limited to use on a single
         hardware chassis, on a single central processing unit, as applicable,
         or use on such greater number of chassises or central processing units
         as Customer may have paid Cisco the required license fee; and

-        Customer's use of the Software shall also be limited, as applicable and
         set forth in Customer's purchase order or in Cisco's product catalog,
         user documentation, or web site, to a maximum number of (a) seats (i.e.
         users with access to the installed Software), (b) concurrent users,
         sessions, ports, and/or issued and outstanding IP addresses, and/or (c)
         central processing unit cycles or instructions per second. Customer's
         use of the Software shall also be limited by any other restrictions set
         forth in Customer's purchase order or in Cisco's product catalog, user
         documentation or web site for the Software.

NOTE: For evaluation or beta copies for which Cisco does not charge a license
fee, the above requirement to pay a license fee does not apply.

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GENERAL LIMITATIONS. Except as otherwise expressly provided under this
Agreement, Customer shall have no right, and Customer specifically agrees not
to:

(i)      transfer, assign or sublicense its license rights to any other person,
         or use the Software on unauthorized or secondhand Cisco equipment, and
         any such attempted transfer, assignment or sublicense shall be void;

(ii)     make error corrections to or otherwise modify or adapt the Software or
         create derivative works based upon the Software, or to permit third
         parties to do the same; or

(iii)    decompile, decrypt, reverse engineer, disassemble or otherwise reduce
         the Software to human-readable form to gain access to trade secrets or
         confidential information in the Software.

To the extent required by law, at Customer's request, Cisco shall provide
Customer with the interface information needed to achieve interoperability
between the Software and another independently created program, on payment of
Cisco's applicable fee. Customer shall observe strict obligations of
confidentiality with respect to such information.

UPGRADES AND ADDITIONAL COPIES. For purposes of this Agreement, "Software" shall
include (and the terms and conditions of this Agreement shall apply to) any
upgrades, updates, bug fixes or modified versions (collectively, "Upgrades") or
backup copies of the Software licensed or provided to Customer by Cisco or an
authorized distributor for which Customer has paid the applicable license fees.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO
LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER,
AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO
THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; (2) USE
OF UPGRADES IS LIMITED TO CISCO EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END
USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE
SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO
BACKUP PURPOSES ONLY.

PROPRIETARY NOTICES. Customer agrees to maintain and reproduce all copyright and
other proprietary notices on all copies, in any form, of the Software in the
same form and manner that such copyright and other proprietary notices are
included on the Software. Except as expressly authorized in this Agreement,
Customer shall not make any copies or duplicates or any Software without the
prior written permission of Cisco. Customer may make such backup copies of the
Software as may be necessary for Customer's lawful use, provided Customer
affixes to such copies all copyright, confidentiality, and proprietary notices
that appear on the original.

PROTECTION OF INFORMATION. Customer agrees that aspects of the Software and
associated documentation, including the specific design and structure of
individual programs, constitute trade secrets and/or copyrighted material of
Cisco. Customer shall not disclose, provide, or otherwise make available such
trade secrets or copyrighted material in any form to any third party without the
prior written consent of Cisco. Customer shall implement reasonable security
measures to protect such trade secrets and copyrighted material. Title to
Software and documentation shall remain solely with Cisco.

TERM AND TERMINATION. This License is effective until terminated. Customer may
terminate this License at any time by destroying all copies of Software
including any documentation. Customer's rights under this License will terminate
immediately without notice from Cisco if Customer fails to comply with any
provision of this License. Upon termination, Customer must destroy all copies of
Software in its possession or control.

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CUSTOMER RECORDS. Customer grants to Cisco and its independent accountants the
right to examine Customer's books, records and accounts during Customer's normal
business hours to verify compliance with this Agreement. In the event such audit
discloses non-compliance with this Agreement, Customer shall promptly pay to
Cisco the appropriate licensee fees.

EXPORT. Software, including technical data, may be subject to U.S. export
control laws, including the U.S. Export Administration Act and its associated
regulations, and may be subject to export or import regulations in other
countries. Customer agrees to comply strictly with all such regulations and
acknowledges that it has the responsibility to obtain licenses to export,
re-export, or import Software.

U.S. GOVERNMENT END USERS. The Software and associated software documentation
qualify as "commercial items," as that term is defined at 48 CF.R. 2.101,
consisting of "commercial computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48
C.F.R. 12212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide
to Government end user, or, if this Agreement is direct Government end user will
acquire, the Software and software documentation with only those rights set
forth herein that apply to nongovernmental customers. Use of this Software and
software documentation constitutes agreement by the government entity that the
computer software and computer software documentation is commercial, and
constitutes acceptance of the rights and restrictions herein.

                                LIMITED WARRANTY

Cisco Systems, Inc. or the Cisco Systems, Inc. subsidiary licensing the
Software, if sale is not directly by Cisco Systems, Inc. ("Cisco") warrants that
commencing from the date of delivery to Customer (but in case of resale by a
Cisco reseller, commencing not more than ninety (90) days after original
shipment by Cisco), and continuing for a period of the longer of (a) ninety (90)
days or (b) the period set forth in the Warranty Card accompanying the Product
(if any): (a) the media on which the Software is furnished will be free of
defects in materials and workmanship under normal use; and (b) the Software
substantially conforms to its published specifications. The date of shipment of
a Product by Cisco is set forth on the packaging material in which the Product
is shipped. Except for the foregoing, the Software is provided AS IS. This
limited warranty extends only to the Customer who is the original licensee.
Customer's sole and exclusive remedy and the entire liability of Cisco and its
suppliers under this limited warranty will be, at Cisco or its service center's
option, repair, replacement, or refund of the Software if reported (or, upon
request, returned) to the party supplying the Software to Customer, if different
than Cisco. In no event does Cisco warrant that the Software is error free or
that Customer will be able to operate the Software without problems or
interruptions. In addition, due to the continual development of new techniques
for intruding upon and attacking networks, Cisco does not warrant that the
Software or any equipment, system or network on which the Software is used will
be free of vulnerability to intrusion or attack.

RESTRICTIONS. This warranty does not apply if the Product (a) has been altered,
except by Cisco, (b) has not been installed, operated, repaired, or maintained
in accordance with instructions supplied by Cisco, (c) has been subjected to
abnormal physical or electrical, stress, misuse, negligence, or accident; or (d)
is licensed, for beta, evaluation, testing or demonstration purposes for which
Cisco does not receive a payment of purchase price or license fee.

DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A
COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE
EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE
EXCLUDED, SUCH WARRANTY IS LIMITED IN

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DURATION TO THE WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT
ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This
disclaimer and exclusion shall apply even if the express warranty set forth
above fails of its essential purpose.

GENERAL TERMS APPLICABLE TO THE LIMITED WARRANTY STATEMENT AND SOFTWARE LICENSE

DISCLAIMER OF LIABILITIES. IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR
ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF
LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF CISCO
OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no
event shall Cisco's or its suppliers' liability to Customer, whether in
contract, tort (including negligence), or otherwise, exceed the price paid by
Customer. The foregoing limitations shall apply even if the above-stated
warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO
NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.

The Warranty and the Software License shall be governed by and construed in
accordance with the laws of the State of California, without reference to
principles of conflict of laws, provided that for Customers located in a member
state of the European Union, Norway or Switzerland, English law shall apply. The
United Nations Convention on the International Sale of Goods shall not apply. If
any portion hereof is found to be void or unenforceable, the remaining
provisions of the Warranty and the Software License shall remain in full force
and effect. Except as expressly provided herein, the Software License
constitutes the entire agreement between the parties with respect to the license
of the Software and supersedes any conflicting or additional terms contained in
the purchase order.

If Customer has entered into a contract directly with Cisco for supply of the
Products subject to this warranty, the terms of that contract shall supersede
any terms of this Warranty or the Warranty Card, or the Software License, which
are inconsistent with that contract. Customer acknowledges that: the Internet
URL address and the web pages referred to in this document may be updated by
Cisco from time to time; the version in effect at the date of delivery of the
Products to the Customer shall apply.

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              STANDARD SALES AGREEMENT SUMMARY FORM/NON-NEGOTIATED

Company Name/Address: Internetwork Experts, Inc.
                      15960 Midway Road, Suite 101
                      Addison, Texas  75001
                      Attn: Gary Derheim
                      (469) 791-4800

[X] No terms require compliance

Contract Type: [X] SI          [ ]  SP           [ ] SP Telco
               [ ] Dist        [ ]  VPA          [ ] Gov't
               [ ] ICSG        [ ]  LOI/LOA/MOU
               [ ] Affiliate                     [ ] Other

SI Agreement renewal the Dual Discount exhibit.

Payment Currency:

[ ] LCA signed   Currency: [X] USD  [ ] CAD  [ ]  AUD   [ ]  Japan  [ ]  Other

________________________________________________________________________________
Account Manager: Valerie Corniello            Contract Negotiator: Emilie Fukada

                                 Page 54 of 54

</TEXT>
</DOCUMENT>
