<PAGE>

                                                                   EXHIBIT 10.1


                           THIRD AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

         THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
February 29, 2000 by and among Total Network Solutions, Inc., a New York
corporation (the "COMPANY"), Morgan Stanley Venture Investors III, L.P., Morgan
Stanley Venture Partners III, L.P., The Morgan Stanley Venture Partners
Entrepreneur Fund, L.P. and Merritt Lutz (each, an "MSVP INVESTOR" and
collectively with their successors and assigns, the "MSVP INVESTORS") Cisco
Systems, Inc. (together with its successor and assigns ("CISCO") and KPMG LLP,
KPMG Consulting, LLC and KPMG U.K. (each, a "KPMG INVESTOR", collectively with
their succesors and assigns, the "KPMG INVESTORS", and together with the MSVP
Investors and Cisco, the "INVESTORS").

         WHEREAS, the Company has issued (i) to the MSVP Investors, among other
things, shares of its Common Stock, par value $0.001 per share (the "COMMON
STOCK"), pursuant to the Series A Senior Redeemable Preferred Stock and Common
Stock Purchase Agreement (the "SERIES A PURCHASE AGREEMENT") dated as of August
7, 1998 among the Company and the MSVP Investors and (ii) to the MSVP Investors
other than Merritt Lutz shares of its Series C Convertible Preferred Stock (the
"SERIES C PREFERRED STOCK") pursuant to the Series C Convertible Preferred Stock
Purchase Agreements dated as of December 21, 1999 and February 3, 2000 among the
Company and such MSVP Investors (the "SERIES C PURCHASE AGREEMENTS"; the latter
such agreement being referred to herein as the "SECOND SERIES C PURCHASE
AGREEMENT"); and

         WHEREAS, the Company has issued to Cisco (i) the Company's Common Stock
Convertible Note in the original principal amount of $4,416,150 (the "COMMON
STOCK NOTE") convertible into 4,500,000 shares of Common Stock, (ii) the
Company's Series B Convertible Note in the original principal amount of
$3,172,872.24 convertible into 1,077,026 shares of its Series B Convertible
Preferred Stock and (iii) the Company's Series C Convertible Note (the "SERIES C
NOTE") with the original principal amount $9,000,004.68 convertible into 745,034
shares of its Series C Preferred Stock, in each case pursuant to the Convertible
Note Purchase Agreement dated as of December 21, 1999 between the Company and
Cisco (the "NOTE PURCHASE AGREEMENT"); and

         WHEREAS, the Company is issuing to the KPMG Investors on the date
hereof 851,064 shares of its Series D Convertible Preferred Stock (the "SERIES D
PREFERRED STOCK") pursuant to the Series D Convertible Preferred Stock Purchase
Agreement dated as of February 29, 2000 among the Company and the KPMG Investors
(the "SERIES D PURCHASE AGREEMENT"); and



<PAGE>


         WHEREAS, one of the conditions to the investment in the Company by the
KPMG Investors pursuant to the Series D Purchase Agreement is the amendment and
restatement, as set forth herein, of the Second Amended and Restated
Registration Rights Agreement dated as of December 21, 1999 among the Company,
the MSVP Investors and Cisco;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1. DEFINITIONS. (a) The following terms, as used herein, have
the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person,
directly or indirectly, controlling, controlled by, or under common control
with, such Person. For purposes of this definition, the term "CONTROL"
(including the correlative terms "CONTROLLING", "CONTROLLED BY" and "UNDER
COMMON CONTROL WITH") means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract, or otherwise.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.

         "COMMISSION" means the Securities and Exchange Commission or any
successor commission or agency having similar powers.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "IPO" means the initial Public Offering.

         "PERSON" means an individual, partnership, corporation, limited
liability company, trust, joint stock company, association, joint venture, or
any other entity or organization.

         "PUBLIC OFFERING" means any underwritten public offering of equity
securities of the Company pursuant to an effective registration statement under

                                       2
<PAGE>


the Securities Act other than pursuant to a registration statement on Form S-4
or Form S-8 or any successor or similar form.

         "REGISTRABLE COMMON SHARES" means all shares of Common Stock of the
Company owned by the Investors or issuable upon conversion of securities owned
by the Investors. Registrable Common Shares shall cease to be Registrable Common
Shares when (i) a registration statement with respect to the sale of such shares
of Common Stock shall have become effective under the Securities Act and such
shares of Common Stock shall have been disposed of pursuant to such registration
statement, or (ii) such shares of Common Stock shall have ceased to be
outstanding.

         "REGISTRATION EXPENSES" means all (i) registration, qualification and
filing fees, (ii) fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of a qualified independent
underwriter, if any, counsel in connection therewith and the reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Common Shares), (iii) printing expenses, (iv) internal expenses of
the Company (including, without limitation, all salaries and expenses of
officers and employees performing legal or accounting duties), (v) fees and
disbursements of counsel for the Company, (vi) customary fees and expenses for
independent certified public accountants retained by the Company (including the
expenses of any comfort letters or costs associated with the delivery by
independent certified public accountants of a comfort letter or comfort
letters), (vii) fees and expenses of any special experts retained by the Company
in connection with such registration, (viii) reasonable fees and expenses of one
separate firm of attorneys for the Investors (which counsel shall be selected
(A) in the case of a demand for registration initiated by one or more MSVP
Investors, by MSVP Investors holding a majority of the Registrable Common Shares
held by all MSVP Investors, (B) in the case of a demand for registration
initiated by Cisco, by Cisco, (C) in the case of a demand for registration by
one or more KPMG Investors, by KPMG Investors holding a majority of the
Registrable Shares held by all KPMG Investors and (D) in the case of a
registration in which one or more MSVP Investors, Cisco, and/or one or more KPMG
Investors are exercising piggy-back registration rights, by Investors holding a
majority of the Registrable Common Shares that are timely requested to be
included in the related registration statement (without regard to the impact of
underwriter cutbacks), (ix) fees and expenses of listing the Registrable Common
Shares on a securities exchange, (x) out-of-pocket expenses of the Investors,
(xi) transfer taxes and (xii) fees and expenses of underwriter's counsel; but
shall not include any underwriting fees or discounts or commissions attributable
to the sale of Registrable Common Shares or any overhead or expenses of the
Investors except as specified above.


                                       3
<PAGE>


         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          (b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>

                   TERM                                       SECTION
                   ----                                       -------
<S>                                                           <C>
                   Disadvantageous Condition                    2.1
                   Cisco                                      Preamble
                   Company                                      2.6
                   Indemnified Party                            2.6
                   Indemnifying Party                           2.6
                   Inspectors                                   2.03
                   Investor                                   Preamble
                   Maximum Offering Size                        2.01
                   MSVP Investor                              Preamble
                   Priority Securities                          2.2
                   Records                                      2.3
                   Remaining Availability                       2.2
                   Rule 144                                     2.8

</TABLE>


                                    ARTICLE 2

                               REGISTRATION RIGHTS

         SECTION 2.1. DEMAND REGISTRATION RIGHTS. (a) REGISTRATION ON REQUEST.
(i) Commencing on August 20, 2001, if the MSVP Investors desire to effect the
registration under the Securities Act of outstanding Registrable Common Shares,
the MSVP Investors may make a written request that the Company effect such
registration; PROVIDED that such registration (A) covers at least 20% of the
Registrable Common Shares beneficially owned by the MSVP Investors immediately
following the closing under the Second Series C Purchase Agreement or (B) is
expected to result in an aggregate price to the public of not less than 20% of
the aggregate purchase price paid by the MSVP Investors to acquire shares of
capital stock of the Company (including without limitation the shares of Common
Stock) pursuant to the Series A Stock Purchase Agreement and the Series C
Purchase Agreements. Each such request will specify the number of shares of
Registrable Common Shares proposed to be sold and will also specify the intended
method of disposition thereof. The Company will use its reasonable best efforts
to effect, as promptly as practicable, the registration under the Securities Act
of the Registrable Common Shares which the Company


                                       4
<PAGE>


has been so requested to register by such MSVP Investors pursuant to this
Section 2.1(a)(i), to the extent necessary to permit the disposition (in
accordance with the intended methods thereof as aforesaid) of the Registrable
Common Shares so to be registered.

         (ii) Commencing on August 20, 2001, if Cisco desires to effect the
registration under the Securities Act of outstanding Registrable Common Shares,
Cisco may make a written request that the Company effect such registration;
PROVIDED that such registration (A) covers at least 20% of the Registrable
Common Shares beneficially owned by Cisco immediately following the closing
under the Note Purchase Agreement (determined on an as-converted basis) or (B)
is expected to result in an aggregate price to the public of not less than 20%
of the aggregate purchase price paid by Cisco to acquire shares of capital stock
of the Company pursuant to the Series B Purchase Agreement and the Series C Note
pursuant to the Note Purchase Agreement. Each such request will specify the
number of Registrable Common Shares proposed to be sold and will also specify
the intended method of disposition thereof. The Company will use its reasonable
best efforts to effect, as promptly as practicable, the registration under the
Securities Act of the Registrable Common Shares which the Company has been so
requested to register by Cisco pursuant to this Section 2.1(a)(ii), to the
extent necessary to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Common Shares so to be
registered.

          (iii) Commencing on August 20, 2001, if the KPMG Investors desire to
effect the registration under the Securities Act of outstanding Registrable
Common Shares, the KPMG Investors may make a written request that the Company
effect such registration; PROVIDED that such registration (A) covers at least
20% of the Registrable Common Shares beneficially owned by the KPMG Investors
immediately following the closing under the Series D Purchase Agreement or (B)
is expected to result in an aggregate price to the public of not less than 20%
of the aggregate purchase price paid by the KPMG Investors to acquire shares of
Series D Preferred Stock of the Company pursuant to the Series D Purchase
Agreement. Such request will specify the number of shares of Registrable Common
Shares proposed to be sold and will also specify the intended method of
disposition thereof. The Company will use its reasonable best efforts to effect,
as promptly as practicable, the registration under the Securities Act of the
Registrable Common Shares which the Company has been so requested to register by
such KPMG Investors pursuant to this Section 2.1(a)(iii), to the extent
necessary to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Common Shares so to be registered.


                                       5
<PAGE>


         (iv)  Notwithstanding Sections 2.1(a)(i), (ii) and (iii),

                           (A) the Company shall not be obligated to file a
                  registration statement pursuant to this Section 2.1 until 180
                  days after the consummation of the Company's initial public
                  offering of its equity securities, provided that such
                  limitation shall not apply to any such demand made on or after
                  June 30, 2005;

                           (B) the Company shall not be obligated to file a
                  registration statement relating to a registration request
                  pursuant to this Section 2.1 at any time during the six-month
                  period immediately following the effective date of another
                  registration statement filed by the Company (other than a
                  registration statement on Form S-4 or Form S-8 or any
                  successor or similar form);

                           (C) the Company shall not be obligated to file
                  pursuant to this Section 2.1 more than (w) two registration
                  statements on Form S-1 or S-2 initiated by the MSVP Investors,
                  (x) two registration statements on Form S-1 or S-2 initiated
                  by Cisco, (y) one registration statement on form S-1 or S-2
                  initiated by the KPMG Investors and (z) during any consecutive
                  twelve-month period, two registration statements on Form S-3
                  (or any successor form) initiated by the MSVP Investors, two
                  registration statements on Form S-3 (or any successor form)
                  initiated by Cisco and one registration statement on Form S-3
                  (or any successor form) initiated by the KPMG Investors, it
                  being understood that the aggregate price to the public with
                  respect to each such registration statement on Form S-3 must
                  be expected to be not less than $1 million; and

                           (D) if the Board of Directors of the Company
                  determines in its good faith reasonable judgment that the
                  Company should not file any registration statement otherwise
                  required to be filed pursuant to Section 2.1(a) or should
                  withdraw any such previously filed registration statement
                  because the Company is engaged in or in good faith plans to
                  engage in any financing, acquisition or other material
                  transaction which would be adversely affected by the filing or
                  maintenance of a registration statement otherwise required to
                  be filed or maintained pursuant to this Section 2.1 or that
                  the Company is in the possession of material nonpublic
                  information required to be disclosed in such registration
                  statement or an amendment or supplement thereto,


                                       6
<PAGE>


                  the disclosure of which in such registration statement would
                  be materially disadvantageous to the Company (a
                  "DISADVANTAGEOUS CONDITION"), the Company shall be entitled to
                  postpone for the shortest reasonable period of time (but not
                  exceeding 180 days from the date of the determination), the
                  filing of such registration statement or, if such registration
                  statement has already been filed, may withdraw such
                  registration statement and shall promptly give the Investors
                  written notice of such determination, containing a general
                  statement of the reasons for such postponement and an
                  approximation of the anticipated delay. If the Company shall
                  so postpone the filing or effect the withdrawal of the
                  registration statement, the Investors who made the request for
                  registration shall have the right to withdraw the request for
                  registration by giving written notice to the Company within 30
                  days after receipt of the notice of postponement. The
                  Company's right to delay a request for registration or to
                  withdraw a registration statement pursuant to this Section 2.1
                  may not be exercised more than once in any one-year period.

         As promptly as practicable after the receipt of a registration request
hereunder, the Company shall notify the Investors of any other Person requesting
shares of Common Stock to be included therein and the number of shares of Common
Stock requested to be included therein. The Investors that made the registration
request may, at any time prior to the effective date of the registration
statement relating to such registration, subject to Section 2.1(e), revoke such
request, without liability to any other Person, by providing a written notice to
the Company revoking such request. If the Company determines to take any action
pursuant to clause (D) above, the Company shall deliver a notice to the
Investors to such effect. Upon the receipt of any such notice, such Investors
shall forthwith discontinue use of the prospectus contained in such registration
statement and, if so directed by the Company, shall deliver to the Company all
copies of the prospectus then covering such Registrable Common Shares current at
the time of receipt of such notice (or, if no registration statement has yet
been filed, all drafts of the prospectus covering such Registrable Common
Shares). If any Disadvantageous Condition shall cease to exist, the Company
shall promptly notify the Investors to such effect. If any registration
statement shall have been withdrawn, the Company shall, if requested by the
Investors who made the request for registration, at such time as it is possible
or, if earlier, at the end of the 180-day period following such withdrawal, file
a new registration statement covering the Registrable Common Shares that were
covered by such withdrawn registration statement, and the effectiveness of such
registration statement shall be maintained for such time as may be necessary so
that the period of effectiveness of such new registration


                                       7
<PAGE>


statement, when aggregated with the period during which such withdrawn
registration statement was effective, if any, shall be such time as may be
otherwise required by this Agreement.

          (b) PRIORITY PARTICIPATION IN REQUESTED REGISTRATIONS. If a
registration pursuant to this Section 2.1 involves a Public Offering and the
managing underwriter shall advise the Company that, in its view, the number or
proposed mix of securities requested to be included in such registration
(including securities which the Company requests to be included which are not
Registrable Common Shares) exceeds the largest number of securities which can be
sold without having a material adverse effect on such offering (the "MAXIMUM
OFFERING SIZE"), including the price at which such securities can be sold, the
Company will include in such registration:

                  (i) FIRST, the Registrable Common Shares requested to be
         included in such registration pursuant to Section 2.1(a) by the MSVP
         Investors (in the case of a registration initiated by one or more MSVP
         Investors), with such priorities among them as shall be determined by
         MSVP Investors holding a majority of the Registrable Common Shares
         requested to be included in such registration by all of the MSVP
         Investors, Cisco (in the case of a registration initiated by Cisco) or
         the KPMG Investors (in the case of a registration initiated by one or
         more KPMG Investors), with such priorities among them as shall by
         determined by KPMG Investors holding a majority of the Registrable
         Common Shares requested to be included in such registration by all KPMG
         Investors;

                  (ii) SECOND, the Registrable Common Shares requested to be
         include in such registration by persons entitled to participate therein
         pursuant to Section 2.2(a), with such priorities among them as are
         provided for in Section 2.2(b); and

                (iii) THIRD, shares of Common Stock to be sold for the account
         of other Persons (including the Company), with such priorities among
         them as the Company shall determine.

          (c) REGISTRATION STATEMENT FORM. Registrations under this Section 2.1
shall be on such appropriate registration form of the Commission as shall be
selected by the Company, subject to Section 2.1(a), and as shall be reasonably
acceptable to the Investors initiating the registration. Notwithstanding
anything herein to the contrary, if, pursuant to a registration request under
this Section 2.1, the Company proposes to effect registration by filing of a
registration statement on Form S-3 (or any successor or similar short-form
registration


                                       8
<PAGE>


statement) and any managing underwriter shall advise the Company in
writing that, in its opinion, the use of another form of registration statement
is of material importance to the success of such proposed offering, then such
registration shall be effected on such other form.

          (d) EXPENSES. The Company will pay promptly all Registration Expenses
in connection with the registration requests made pursuant to this Section 2.1;
PROVIDED that the Company shall not be liable for fees and expenses of counsel
for all Investors in excess of $25,000 with respect to any single registration
requested hereunder. Each Investor shall pay all underwriting discounts and
commissions, if any, relating to the sale or disposition of such Investor's
Registrable Common Shares pursuant to a registration statement requested
pursuant to this Section 2.1.

          (e) EFFECTIVE REGISTRATION STATEMENT. A registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected unless
either (i) the registration statement has been effective (and not subject to any
stop order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason) for a period of 90 days following
the date on which such registration statement was declared effective or such
shorter period which will terminate when all Registrable Common Shares covered
by such registration statement have been sold or (ii) the registration statement
is withdrawn after filing at the request of the Investors initiating such
registration or (iii) the registration statement is withdrawn prior to filing by
such Investors and such Investors fail to reimburse the Company for the
Registration Expenses (other than internal expenses of the Company) incurred by
the Company in connection therewith within 30 days of receipt of a reasonably
detailed invoice therefore.

          (f) UNDERWRITERS. The managing underwriter or underwriters of any
Public Offering effected pursuant to this Section 2.1 shall be selected, subject
to the Company's reasonable consent, by (i) MSVP Investors holding a majority of
the Registrable Common Shares requested to be registered by the MSVP Investors
in such registration, in the case of a registration initiated by one or more
MSVP Investors, (ii) Cisco, in the case of a registration initiated by Cisco, or
(iii) KPMG Investors holding a majority of the Registrable Common Shares
requested to be registered by the KPMG Investors in such registration, in the
case of a registration initiated by one or more KPMG Investors, and the price,
terms and provisions of the offering shall be subject to the approval of such
Investor(s). Any Affiliate of the MSVP Investors may be selected to serve,
subject to compliance with NASD Conduct Rule 2720, on an arms-length basis, as
underwriter for an underwritten offering effected pursuant to this Section 2.1.
The Company will enter into customary agreements (including an underwriting


                                       9
<PAGE>


agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Common Shares.

         SECTION 2.2. PIGGY-BACK REGISTRATION RIGHTS. (a) RIGHT TO INCLUDE
REGISTRABLE COMMON SHARES. If the Company at any time proposes to register any
of its equity securities ("PRIORITY SECURITIES") under the Securities Act (other
than (i) by a registration on Form S-4, Form S-8 or any successor or similar
form or, (ii) in connection with a direct acquisition by the Company of another
Person), in each case whether or not for sale for its own account or as a result
of a demand from a securityholder, it will at each such time give prompt written
notice at least 30 days prior to the anticipated filing date of the registration
statement relating to such registration to the Investors of its intention to do
so and of the rights of the Investors under this Section 2.2. Any such notice
shall offer to each such Investor the opportunity to include in such
registration such number of Registrable Common Shares as such Investor may
request. Upon the written request of any Investor made within 20 days after the
receipt of any such notice (which request shall specify the number of
Registrable Common Shares intended to be disposed of by such Investor), the
Company will use its reasonable best efforts to effect the registration with the
Commission under the Securities Act and any related qualification or other
compliance of all Registrable Common Shares which the Company has been so
requested to register, to the extent required to permit the disposition of the
Registrable Common Shares to be so registered; PROVIDED that if, at any time
after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register or to delay registration of such securities, the Company shall give
written notice of such determination to each Investor and, thereupon, (x) in the
case of a determination not to register, shall be relieved of its obligation to
register any Registrable Common Shares in connection with such registration (but
not from its obligation to pay the Registration Expenses in connection
therewith), without prejudice, however, to the rights of any Investor entitled
to do so, to request that such registration be effected as a registration under
Section 2.1, and (y) in the case of a determination to delay registering, shall
be permitted to delay registering any Registrable Common Shares, for the same
period as the delay in registering such other securities. If a registration
pursuant to this Section 2.2 involves a Public Offering, each Investor holding
Registrable Common Shares requesting to be included in such registration may
elect, in writing not less than five Business Days prior to the effective date
of the registration statement filed in connection with such registration, not to
register such securities in connection with such registration. No registration
effected under this Section 2.2 shall relieve the Company of its obligation to
effect any registration upon request under


                                       10
<PAGE>


Section 2.1 except as provided therein. The Company will pay promptly all
Registration Expenses in connection with each registration of Registrable Common
Shares requested pursuant to this Section 2.2; PROVIDED that the Company shall
not be liable for fees and expenses of counsel for all Investors in excess of
$25,000 with respect to any single such registration. Each such Investor shall
pay all underwriting discounts and commissions, if any, relating to the sale or
disposition of such Investor's Registrable Common Shares pursuant to a
registration statement effected pursuant to this Section 2.2.

          (b) PRIORITY IN INCIDENTAL REGISTRATIONS. If a registration pursuant
to this Section 2.2 involves a Public Offering and the managing underwriter
shall advise the Company that, in its view, the number or mix of securities
(including all Registrable Common Shares) which the Company, the Investors and
any other Persons intend to include in such registration exceeds the Maximum
Offering Size, the Company will include in such registration, in the priority
listed below, securities up to the Maximum Offering Size:

                  (i) FIRST, Priority Securities to be sold for the Company's
         own account or as a result of a demand by a securityholder (pursuant to
         Section 2.1 or otherwise); and

                 (ii) SECOND, Registrable Common Shares and shares of Common
         Stock requested to be included in such registration pursuant to Section
         2.2 by the Investors. The number of Registrable Common Shares which can
         be sold pursuant to this paragraph (ii) (the "REMAINING AVAILABILITY")
         shall be allocated among the Investors as follows: The lesser of (A)
         30% of the sum of (1) number of Registrable Common Shares requested to
         be included by Cisco and (2) the number of Registrable Common Shares
         underlying shares of Series C Preferred Stock requested to be included
         by the MSVP Investors and (B) the Remaining Availability shall be
         allocated to Cisco and the MSVP Investors in the ratio 8.3:1. Any
         unused portion of the Remaining Availability after application of the
         preceding sentence up to the lesser of (x) 30% of the number of
         Registrable Common Shares (other than Registrable Common Shares
         underlying shares of Series C Preferred Stock) requested to be included
         by the MSVP Investors and (y) such unused portion of the Remaining
         Availability shall then be allocated pro rata among the MSVP Investors
         on the basis of the number of shares each MSVP Investor has requested
         to be included in such registration. Any unused portion of the
         Remaining Availability after application of the preceding sentence up
         to the lesser of (x) the number of Registrable Common Shares requested
         to be included by Cisco (but not in excess of (1) 30% of the number of
         Registrable Common Shares requested to be


                                       11
<PAGE>


         included by Cisco less (2) the number of Registrable Common Shares
         allocated to Cisco pursuant to the second preceding sentence) and (y)
         such unused portion of the Remaining Availability shall then be
         allocated to Cisco. Any unused portion of the Remaining Availability
         after application of the preceding sentence up to the lesser of (x) the
         number of Registrable Common Shares requested to be included by the
         MSVP Investors (but not in excess of (1) 30% of the number of
         Registrable Common Shares underlying shares of Series C Preferred Stock
         requested to be included by the MSVP Investors less (2) the number of
         Registrable Common Shares allocated to the MSVP Investors pursuant to
         the third preceding sentence) and (y) such unused portion of the
         Remaining Availability shall then be allocated to the MSVSP Investors.
         Any unused portion of the Remaining Availability after application of
         the preceding four sentences shall be allocated pro rata among the
         Investors whose requests for inclusion in such registration have not
         theretofore been satisfied in full on the basis of the number of shares
         requested to be included in such registration that have not theretofore
         been included.

         SECTION 2.3. REGISTRATION PROCEDURES. If the Company is required to use
its reasonable best efforts to effect the registration of any Registrable Common
Shares under the Securities Act as provided in Section 2.1 or 2.2, the Company
will, as promptly as possible:

          (a) prepare and file with the Commission a registration statement on
an appropriate form (in accordance with Section 2.1(c)), and thereafter use its
reasonable best efforts to cause such registration statement to become effective
and to remain effective for the period specified in Section 2.1(e) and prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for the period specified
in Section 2.1(e) and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the Investors thereof set
forth in such registration statement; PROVIDED that the Company will, at least 3
Business Days prior to filing a registration statement or prospectus or any
amendment or supplement thereto, furnish to each Investor copies of such
registration statement or prospectus (or amendment or supplement) as proposed to
be filed (including, upon the request of such Investor, documents to be
incorporated by reference therein) which documents will be subject to the
reasonable review and comments of such Investor (and its attorneys) during such
3-Business-Day period and the Company will not file any registration statement,
any prospectus or any amendment or supplement thereto (or any such documents
incorporated


                                       12
<PAGE>


by reference) containing any statements with respect to such Investor to which
such Investor shall reasonably object in writing during such period;

          (b) furnish to each Investor and to any underwriter such number of
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), the prospectus
contained in such registration statement (including each preliminary prospectus
and any summary prospectus) and any other prospectus filed under Rule 424 or
Rule 430A under the Securities Act, in conformity with the requirements of the
Securities Act, documents incorporated by reference in such registration
statement, amendment, supplement or prospectus and such other documents (in each
case including all exhibits), as a Investor or underwriter may reasonably
request;

          (c) after the filing of the registration statement, promptly notify
each Investor of the effectiveness thereof and of any stop order issued or
threatened by the Commission and take all reasonable actions required to prevent
the entry of such stop order or to remove it if entered and promptly notify such
Investor of such lifting or withdrawal of such order;

          (d) use its reasonable best efforts to register or qualify all
Registrable Common Shares and other securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
the Investors or the underwriter shall reasonably request, to keep such
registration or qualification in effect for so long as such registration
statement remains in effect, and take any other action which may be reasonably
necessary or advisable to enable the Investors to consummate the disposition in
such jurisdictions of the securities owned by such Investors, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it would not but
for the requirements of this Section 2.3(d) be obligated to be so qualified, to
subject itself to taxation in any such jurisdiction or to consent to general
service of process in any such jurisdiction;

          (e) use its reasonable best efforts to cause all Registrable Common
Shares covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable
the Investors to consummate the disposition of such Registrable Common Shares;

          (f) furnish to each Investor and to each underwriter, if any, a signed
counterpart of: (i) an opinion of counsel for the Company addressed to such
Investor and underwriter on which opinion both such Investor and such


                                       13
<PAGE>


underwriter are entitled to rely and (ii) a "comfort" letter signed by the
independent public accountants who have certified the Company's financial
statements included in such registration statement, each in customary form and
covering such matters of the type customarily covered by opinions or comfort
letters, as the case may be, as the Investors or the managing underwriter
therefor reasonably request. The Company will use its reasonable best efforts to
have such comfort letters addressed to each Investor;

          (g) immediately notify each Investor at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event as a result of which, the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made, and
promptly prepare and furnish to such Investor a reasonable number of copies of
any supplement to or amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make statements
therein not misleading in the light of the circumstances under which they were
made;

          (h) make available for inspection by any Investor, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any such Investor or
underwriter (collectively, the "INSPECTORS"), all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"RECORDS") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and shall use its reasonable best efforts to cause (i)
the Company's officers, directors and employees to supply all information
reasonably requested by any Inspectors and (ii) the senior management of the
Company and its subsidiaries to participate in any "road show" presentations to
investors, in each case in connection with such registration statement. Each
such Investor agrees that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company or its
Affiliates unless and until such information is made generally available to the
public. Each such Investor further agrees that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of the Records deemed confidential;
PROVIDED that the Company's obligation to make the Records available to any
underwriter


                                       14
<PAGE>


shall be conditioned on comparable confidentiality undertakings by such
underwriter;

          (i) obtain a CUSIP number for the Common Stock (to the extent that a
CUSIP number has not previously been obtained);

          (j) use its reasonable best efforts to list all Registrable Common
Shares covered by such registration statement on any securities exchange or
quotation system on which any of the Company's securities are then listed or
traded, or to effect the listing of all such Registrable Common Shares on a
securities exchange or quotation system if Company's securities have not
previously been listed; and

          (k) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security securityholders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve months beginning with the first
full calendar month after the effective date of such registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.

         The Company may require each Investor to promptly furnish to the
Company, as a condition precedent to including such Investor's Registrable
Common Shares in any registration, such information regarding such Investor and
the distribution of such securities as the Company may from time to time
reasonably request in writing.

         Each Investor agrees that upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 2.3(g), such
Investor will forthwith discontinue such Investor's disposition of Registrable
Common Shares pursuant to the registration statement relating to such
Registrable Common Shares until such Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.3(g) and, if so
directed by the Company, will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, then in such Investor's
possession, of the prospectus and any amendments or supplements thereto relating
to such Registrable Common Shares current at the time of receipt of such notice.
In the event the Company shall give such notice, the period referred to in
Section 2.1(e) hereof shall be extended by the number of days during the period
from and including the date of the giving of notice pursuant to Section 2.3(g)
to the date when the Company shall make available to the Investors a prospectus
supplemented or amended to conform with the requirements of Section 2.3(g).


                                       15
<PAGE>


         SECTION 2.4. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any Public Offering pursuant to Section 2.1 or 2.2 unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         SECTION 2.5. HOLDBACK AGREEMENTS. (a) If any registration or offering
of Common Stock shall be in connection with a Public Offering, each Investor
holding Registrable Common Shares agrees not to effect any public sale or
distribution of any Registrable Common Shares or any securities convertible into
or exchangeable or exercisable for Registrable Common Shares (in each case other
than as part of such Public Offering, to the extent provided for herein), if and
to the extent requested by the managing underwriter, for a period beginning on
the effective date of such registration statement (or such earlier date as may
be required by applicable law) and ending on the day requested by such managing
underwriter without the written consent of such managing underwriter; PROVIDED
that such period shall not extend beyond the 180th day after such effective date
and PROVIDED FURTHER that each such Investor has received written notice of such
registration at least five Business Days prior to the anticipated beginning of
the period referred to above.

          (b) If any registration or offering of Registrable Common Shares shall
be in connection with a Public Offering, the Company agrees (i) that, if and to
the extent requested by the managing underwriter, neither it nor any of its
Affiliates will effect any public sale or distribution of any of its equity
securities or of any security convertible into or exchangeable or exercisable
for any equity security of the Company (except as part of such Public Offering)
for a period beginning on the effective date of such registration statement (or
such earlier date as may be required by applicable law) and ending on the day
requested by such managing underwriter without the written consent of such
managing underwriter; PROVIDED that such period shall not extend beyond the
180th day after such effective date, and (ii) that any agreement entered into
after the date of this Agreement pursuant to which the Company issues or agrees
to issue any privately placed securities shall contain a provision under which
holders of such securities agree not to effect any public sale or distribution
of any such securities during the periods described in (i) above (except as part
of any such registration, if permitted).

         SECTION 2.6. INDEMNIFICATION. (a) INDEMNIFICATION BY THE COMPANY. The
Company agrees to indemnify and hold harmless each Investor, its officers,
directors and agents and each Person, if any, who controls such Investor within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange


                                       16
<PAGE>


Act from and against any and all losses, claims, damages, liabilities or
expenses caused by any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus relating to
the Registrable Common Shares (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company will reimburse such Investor for any legal or any other expenses
reasonably incurred by it in connection with investigating or defending such
loss, claim, damage, liability or expense, except insofar as such losses,
claims, damages, liabilities or expenses are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company by such Investor or on such Investor's
behalf expressly for use therein; PROVIDED that with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, or in any prospectus, as the case may be, the indemnity
agreement contained in this paragraph shall not apply to the extent that any
such loss, claim, damage, liability or expense results from the fact that a
current copy of the prospectus (or the amended or supplemented prospectus, as
the case may be) was not sent or given to the Person asserting any such loss,
claim, damage, liability or expense at or prior to the written confirmation of
the sale of the Registrable Common Shares concerned to such Person if it is
determined that the Company has provided such prospectus (or amended or
supplemented prospectus) and it was the responsibility of such Investor to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such loss, claim, damage, liability
or expense. The Company also agrees to indemnify any underwriters of the
Registrable Common Shares, their officers and directors and each Person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Investors provided in this Section 2.6(a).

          (b) INDEMNIFICATION BY THE INVESTORS. Each Investor agrees, severally
but not jointly, to indemnify and hold harmless the Company, its officers,
directors and agents and each Person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Investor, but only (i) with respect to information furnished in writing by
such Investor or on such Investor's behalf expressly for use in any registration
statement or prospectus relating to the Registrable Common Shares, or any
amendment or supplement thereto, or any preliminary prospectus or (ii) to the
extent that any loss, claim, damage, liability or expense described in Section


                                       17
<PAGE>


2.6(a) results from the fact that a current copy of the prospectus (or the
amended or supplemented prospectus, as the case may be) was not sent or given to
the Person asserting any such loss, claim, damage, liability or expense at or
prior to the written confirmation of the sale of the Registrable Common Shares
concerned to such Person if it is determined that it was the responsibility of
such Investor to provide such Person with a current copy of the prospectus (or
such amended or supplemented prospectus, as the case may be) and such current
copy of the prospectus (or such amended or supplemented prospectus, as the case
may be) would have cured the defect giving rise to such loss, claim, damage,
liability or expense. Each such Investor also agrees to indemnify and hold
harmless the underwriters of the Registrable Common Shares, their officers and
directors and each Person who controls such underwriters on substantially the
same basis as that of the indemnification of the Company provided in this
Section 2.6(b). Each Investor's obligation to indemnify pursuant to this Section
is several in the proportion that the proceeds of the offering received by such
Investor bears to the total proceeds of the offering received by all the
Investors and not joint.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to this Section 2.6,
such Person (an "INDEMNIFIED PARTY") shall promptly notify the Person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses; PROVIDED that the failure of any Indemnified
Party so to notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder except to the extent that the Indemnifying
Party is materially prejudiced by such failure to notify. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the Indemnified
Party that had the largest number of Registrable Common Shares included in such
registration. The Indemnifying Party shall not be liable for any settlement


                                       18
<PAGE>


of any proceeding effected without its written consent, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such proceeding.

          (d) CONTRIBUTION. If the indemnification provided for in this Section
2.6 is unavailable to the Indemnified Parties in respect of any losses, claims,
damages or liabilities referred to herein, then each Indemnifying Party, in lieu
of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) as between the Company and the Investors on the one hand and the
underwriters on the other, in such proportion as is appropriate to reflect the
relative benefits received by the Company and such Investors on the one hand and
the underwriters on the other, from the offering of the Registrable Common
Shares, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company and such Investors on the one hand and of such
underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) as between the Company on the one
hand and each such Investor on the other, in such proportion as is appropriate
to reflect the relative fault of the Company and of each such Investor in
connection with such statements or omissions, as well as any other relevant
equitable considerations. The relative benefits received by the Company and such
Investors on the one hand and such underwriters on the other shall be deemed to
be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and such Investors bear to the total underwriting discounts and
commissions received by such underwriters, in each case as set forth in the
table on the cover page of the prospectus. The relative fault of the Company and
such Investors on the one hand and of such underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and such
Investors or by such underwriters. The relative fault of the Company on the one
hand and of each such Investor on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement


                                       19
<PAGE>


of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Investors agree that it would not be just and
equitable if contribution pursuant to this Section 2.6 were determined by pro
rata allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 2.6, no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Common Shares underwritten by it and distributed
to the public were offered to the public exceeds the aggregate amount of any
damages which such underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, and no
Investor shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Common Shares of such Investor
were offered to the public exceeds the amount of any damages which such Investor
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. Each such Investor's obligation to contribute
pursuant to this Section 2.6 is several in the proportion that the proceeds of
the offering received by such Investor bears to the total proceeds of the
offering received by all such Investors and not joint.

         SECTION 2.7. TRANSFERABILITY OF RIGHTS; PARTICIPATION OF CERTAIN FUTURE
STOCKHOLDERS. Notwithstanding anything herein to the contrary, each of the
Investors shall have the right to transfer and assign, to any Person, any of its
rights under this Agreement in respect of any Registrable Common Shares held by
it; PROVIDED that (i) in the case of an MSVP Investor or a KPMG Investor, such
Person shall have acquired (or will acquire in connection with such transfer) at
least 80% of the Registrable Common Shares then held by all of the MSVP
Investors or KPMG Investors, as applicable, and (ii) in the case of Cisco, such
Person shall have acquired (or will acquire in connection with such transfer) at
least 500,000 of the Registrable Common Shares then held by Cisco.


                                       20
<PAGE>


Following any such transfer, such transferee shall possess the same rights under
this Agreement in respect of the Registrable Common Shares then owned by it as
the transferring Investor had possessed in respect of such securities prior to
the transfer.

         SECTION 2.8. RULE 144 REPORTING. With a view to making available to the
Investors, the benefits of certain rules and regulations of the Commission which
permit the sale of Common Stock to the public without registration, the Company
agrees to:

          (a) make and keep public information available as those terms are
understood and defined in Rule 144 promulgated under the Securities Act ("RULE
144") (including paragraph (c) (2) of such Rule);

          (b) file with the Commission in a timely manner reports and other
documents, if any, required of the Company under the Securities Act and the
Exchange Act; and

          (c) furnish to the Investors forthwith upon request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144, and of the Securities Act and the Exchange Act (if applicable), a copy
of the most recent annual or quarterly report of the Company filed with the
Commission, if any, and such other reports and documents of the Company and
other information in the possession of or reasonably obtainable by the Company
as the Investors may reasonably request in availing themselves of any rule or
regulation of the Commission allowing the Investors to sell securities without
registration.

                                    ARTICLE 3

                                  MISCELLANEOUS

         SECTION 3.1. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein, and there are no restrictions, promises,
representations, warranties, covenants, or undertakings with respect to the
subject matter hereof, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings
between the parties hereto with respect to the subject matter hereof.

         SECTION 3.2. NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including telecopier) and shall be
deemed to have been duly given or made if sent by telecopy, delivered personally
or sent by registered or certified mail (postage prepaid, return receipt


                                       21
<PAGE>


requested) to such party at its address or telecopier number set forth on the
signature pages hereof, or such other address or telecopier number as such party
may hereinafter specify for the purpose to the party giving such notice. All
such notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.

         SECTION 3.3. APPLICABLE LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflicts of law principles thereof.

         SECTION 3.4. SUCCESSORS, ASSIGNS, TRANSFEREES. The provisions of this
Agreement shall be binding upon and accrue to the benefit of the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns; PROVIDED that the Company may not transfer or assign any of its rights
or obligations under this Agreement except in connection with a transaction of
the type referred to in Section 3.5. Nothing in this Agreement, expressed or
implied, is intended to confer on any Person other than the parties hereto, and
their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

         SECTION 3.5. RECAPITALIZATION, ETC. In the event that any capital stock
or other securities are issued in respect of, in exchange for, or in
substitution of, any shares of Common Stock by reason of any reorganization,
recapitalization, reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sale of assets, distribution to
stockholders or combination of the Common Shares or any other change in capital
structure of the Company, appropriate adjustments shall be made with respect to
the relevant provisions of this Agreement so as to fairly and equitably
preserve, as far as practicable, the original rights and obligations of the
parties hereto under this Agreement.

         SECTION 3.6. REMEDIES. The parties hereto acknowledge and agree that in
the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages. Each party hereto
accordingly agrees (i) not to assert by way of defense or otherwise that a
remedy at law would be adequate, and (ii) that the parties agree, in addition to
any other remedy to which they may be entitled, that the remedy of specific
performance of this Agreement is appropriate in any action in court.


                                       22
<PAGE>


         SECTION 3.7. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         SECTION 3.8. WAIVERS; AMENDMENTS. (a) No failure or delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

         (b) Any provision of this Agreement may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed, in the case of an
amendment, by the parties hereto or, in the case of a waiver, by the party or
parties against whom the waiver is to be effective.

         SECTION 3.9. SEVERABILITY. If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority, the
validity of any other provision and of the entire Agreement shall not be
affected thereby.

         SECTION 3.10. TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are for convenience only and are not to be considered in
construing or interpreting any term or provision of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       23
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                            TOTAL NETWORK SOLUTIONS, INC.

                            By:_______________________________________

                               Name:      Rami Musallam
                               Title:     President
                               Address:   545 Fifth Avenue
                                          14th Floor
                                          New York, NY 10017
                               Fax:       1-917-542-5525

                               MORGAN STANLEY VENTURE PARTNERS
                               III, L.P.

                               By:   Morgan Stanley Venture Partners III, L.L.C.
                                     its General Partner
                               By:   Morgan Stanley Venture Capital III, Inc.,
                                     its Institutional Managing Member

                               By:_______________________________________

                               Name:       Noah Walley
                               Title:      Vice President
                               Address:   1221 Avenue of the Americas
                                          New York, New York 10020
                                          Fax:   (212) 762-8424



                                       24
<PAGE>

                                MORGAN STANLEY VENTURE INVESTORS
                                III, L.P.

                                By:  Morgan Stanley Venture Partners III, L.L.C.
                                     its General Partner
                                By:  Morgan Stanley Venture Capital III, Inc.,
                                     its Institutional Managing Member

                                By:________________________________________

                                   Name:       Noah Walley
                                   Title:      Vice President
                                   Address:    1221 Avenue of the Americas
                                               New York, New York 10020
                                               Fax:   (212) 762-8424

                                THE MORGAN STANLEY VENTURE
                                PARTNERS ENTREPRENEUR FUND, L.P.

                                By:  Morgan Stanley Venture Partners III, L.L.C.
                                     its General Partner
                                By:  Morgan Stanley Venture Capital III, Inc.,
                                     its Institutional Managing Member

                                By:_________________________________________

                                   Name:       Noah Walley
                                   Title:      Vice President
                                   Address:    1221 Avenue of the Americas
                                               New York, New York 10020
                                               Fax:   (212) 762-8424

                                    MERRITT LUTZ

                                    _______________________________________
                                    Name:      Merritt Lutz
                                    Address:   750 Seventh Avenue
                                               16th Floor
                                               New York, New York 10019
                                    Fax:       (212) 762-0516

                                    CISCO SYSTEMS, INC.

                                    By:___________________________________
                                       Name: _____________________________
                                       Title:_____________________________
                                       Address:    170 West Tasman Drive
                                                   San Jose, California  95134
                                       Fax:        408-527-9215

                                    KPMG LLP

                                    By:___________________________________
                                       Name: _____________________________
                                       Title:_____________________________
                                       Address:
                                       Fax:

                                    KPMG CONSULTING, LLC

                                    By:___________________________________
                                       Name: _____________________________
                                       Title:_____________________________
                                       Address:
                                       Fax:

                                    KPMG U.K.

                                    By:___________________________________
                                       Name: _____________________________
                                       Title:_____________________________
                                       Address:
                                       Fax: