<PAGE>   1

                                                                    EXHIBIT 10.9

(CISCO SYSTEMS LOGO)


                              CISCO SYSTEMS, INC.

                        CISCO VOICE APPLICATION PARTNER
                   MULTI-THEATRE SYSTEMS INTEGRATOR AGREEMENT

This CISCO VOICE APPLICATION PARTNER (CVAP) Multi-Theatre 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 Golden Access.com,
("Integrator") a Florida corporation having its principal place of business at
6161 Blue Lagoon Drive., Suite 190, Miami, Florida 33126 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.  CVAP Multi-Theatre Systems Integrator Agreement Terms and Conditions
   2.  EXHIBIT A: Integrator Profile
   3.  EXHIBIT B: Discount Schedule
   4.  EXHIBIT C: N/A
   5.  EXHIBIT D: Support Exhibit
   6.  EXHIBIT E: Ordering and Shipping Terms
   7.  EXHIBIT F: Shipping
   8.  EXHIBIT G: Networked Commerce Enrollment Addendum
   9.  EXHIBIT H: Integrator Affiliates
   10. 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 terms
and conditions of this Agreement, except for any deviation in price.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
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.


<TABLE>
<S>                                            <C>
GOLDEN ACCESS.COM ("INTEGRATOR")               CISCO SYSTEMS, INC. ("CISCO")

/s/ Clifford Y. Pierce, President              A.P. Cailes
---------------------------------              ----------------------------------------
Authorized Signature                           Authorized Signature

/s/ Clifford Y. Pierce, President              A.P. Cailes, Director W.W. Sales Finance
---------------------------------              ----------------------------------------
Name                                           Name

---------------------------------              ----------------------------------------
Date                                           Date
</TABLE>


                                     Page 1
<PAGE>   2


                   MULTI-THEATRE SYSTEMS INTEGRATOR AGREEMENT
                              TERMS AND CONDITIONS

1.     DEFINITIONS.

Products are those products identified as the VCO 4K, 5300, 5800 and AccessPath
product families in Cisco's then current global price list. To the extent
Integrator desires to purchase and/or license other Cisco products and Cisco
agrees to sell and/or license such products to Integrator, any such sale(s)
and/or license(s) shall be governed by Cisco's standard terms and conditions,
at prices to be negotiated by the parties.

Added Value is the non-Cisco component portion of Integrator's total solution,
which Integrator provides to End User. Providing financing options is not
considered Added Value.

Affiliates means a corporation, partnership or venture, more than fifty (50)
percent of whose voting stock or ownership interest is owned directly or
indirectly by Integrator.

Canadian Price List is Cisco's published Price List, revised to include freight
charges and published in Canadian currency.

CIP, ...named place of destination (Carriage and Insurance Paid to, ...)
(INCOTERMS 1990)

Cisco Connection Online (CCO) is Cisco's on-line, Internet-based communications
medium, and successor media as Cisco may introduce from time to time.

Documentation is the Cisco documentation made available in hard copy or in
electronic form with the Products or otherwise under this Agreement.

DDU, ...named place of destination (Delivered Duty Unpaid, ...) (INCOTERMS 1990)

Cisco Certified Network Professional ("CCNP") is the status granted to
Integrator employees who successfully complete the then-current CCNP Curriculum
offered by Cisco.

End User is the entity to which Integrator sells or licenses Product for such
entity's own internal use.

FCA, ...named place (Free Carrier, ...named place) (INCOTERMS 1990)

Hardware is the tangible Products made available to Integrator by Cisco.

Integrator is the legal entity, which signs this Agreement.

Price List is Cisco's published global price list.

Product is Hardware and/or Software.

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

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

Software is 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.

Spare Parts means those items of Hardware designated as spare parts in the
Price List.

Territory is comprised of those regions or countries listed on Exhibit A.

2.     SCOPE.

2.1    This Agreement sets forth the terms and conditions for Integrator's
purchase of Hardware and license of Software during the term of this Agreement
solely for:

       A.    Integrator's Internal Business Use.

       Integrator may purchase Products listed in Cisco's then-current Price
       List for its internal business use in the Territory during the term of
       this Agreement.



                                     Page 2
<PAGE>   3

       B.     Commercial Integration and Resale.

       B.1    Cisco grants Integrator a non-exclusive, nontransferable right to
              resell Hardware and distribute Software as a component of a total
              solution of Products and additional significant Integrator Added
              Value to End Users in the vertical market segments in the
              Territory. Integrator agrees not to solicit Product orders,
              engage salesmen, establish warehouses or other distribution
              centers outside of the Territory, except to the extent
              advertising is placed in a particular advertising medium which is
              distributed both inside and outside the Territory. Integrator
              further agrees that Integrator's Added Value shall, at all times,
              be the primary reason for the End User's purchase of Products
              from Integrator.

       B.2    Notwithstanding the foregoing, for any Products included in the
              Price List, including but not limited to Products which become or
              have become Cisco Products as a result of an acquisition by Cisco
              of another entity, Cisco may impose certification, installation,
              or training requirements on Integrator prior to allowing
              Integrator to purchase Products for resale, and may require
              on-going fulfillment of certification requirements to retain the
              right to buy, resell and/or support such Products.

2.2   Integrator certifies that except as set forth in Section 2(A) hereof, it
is acquiring the Products solely for resale to End Users, in accordance with
this Agreement, and that Integrator intends to resell the Products as part of
an Added Value solution.

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

2.4   Cisco does not accept any flowdown provisions including but not limited
to United States Government Federal Acquisition Regulations ("FARs"), Defense
FARs, or NASA FARs notwithstanding the existence of such provisions on
Integrator's Purchase Orders or supplementary documentation or Cisco's
acceptance of such Purchase Orders or documentation.

2.5   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.

2.6   Affiliates of Integrator listed on Exhibit H may purchase Products from
Cisco under this Agreement. Integrator hereby guarantees the performance by
such Affiliates of the financial and other contractual obligations set forth in
this Agreement and represents and warrants that it is empowered to enter into
this Agreement on behalf of such Affiliates, and to bind such Affiliates to the
terms and conditions of this Agreement. Cisco may require certain of the listed
Affiliates to execute an agreement with an affiliate of Cisco such that the
legal relationship shall be between Cisco's affiliate and Integrator's
affiliate.

3.    MULTINATIONAL DEPLOYMENT POLICY.

If Integrator chooses to purchase Product for either internal or resale use in
locations where Integrator cannot provide sales and/or support, purchases shall
be made through Cisco's then-current Global Solution Services (GSS) Program. A
copy of such program is available to Integrator upon request.

4.    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. Purchase Orders shall be placed in accordance with the terms and
conditions specified in Exhibit E. Cisco may change prices for the Products at
any time by issuance of a revised Price List (including via electronic posting)
or other announcement of price change. Purchase Orders received before the date
of the announcement of price increases, and those received within thirty (30)
days thereafter which specify a delivery date within ninety (90) days of the
date of announcement, will be invoiced to Integrator without regard to the
price increase. Price decreases will be effective for all Purchase Orders
accepted by Cisco after the date of issuance or announcement of revised prices.

4.2   Integrator is free to determine its own 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 determine what
Integrator's resale prices for the Products must be or to inhibit in any way
Integrator's pricing discretion with respect to the Products.

4.3   Except where expressly agreed to the contrary, 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. Integrator shall pay
any taxes



                                     Page 3
<PAGE>   4

related to Products purchased or licensed pursuant to this Agreement.
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.

5.    ORDERS.

5.1   Integrator shall purchase Products by issuing a written or electronic
Purchase Order signed (or sent in the case of an electronic order) by an
authorized representative, indicating specific Products, quantity, price, total
purchase price, shipping instructions, requested delivery dates, bill-to and
ship-to addresses, tax exempt certifications, if applicable, and any other
special instructions, and shall identify the End User for each Product. A
signed copy of the Networked Commerce Agreement (Exhibit F) must be on file
with Cisco customer service prior to acceptance of electronic Purchase Orders
via the Cisco Internetworking Product Center (IPC). Any contingencies contained
on such Purchase Order are not binding upon Cisco. The terms and conditions of
this Agreement prevail regardless of any conflicting terms on the Purchase
Order or other correspondence. All Purchase Orders are subject to approval and
acceptance by the Cisco customer service order administration office of the
Cisco entity which shall supply the Products, and no other office is authorized
to accept orders on behalf of Cisco.

5.2   Integrator has the right to defer Product shipment for no more than
thirty (30) days from the scheduled shipping date, provided written notice is
received by Cisco at least ten (10) days prior to the originally scheduled
shipping date. Canceled orders, rescheduled deliveries or Product configuration
changes made by Integrator within ten (10) days of 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.

5.3   Integrator shall pay all invoices issued by the appropriate Cisco entity.
In the event that Integrator issues an order to an entity other than the entity
indicated in Exhibit E, Cisco may either a) require orders to be resubmitted to
the appropriate Cisco entity, or b) assign such orders to the appropriate Cisco
entity. The legal relationship with respect to orders shall be between
Integrator and the Cisco entity listed in Exhibit E which shall be subject to
all the terms and conditions of this Agreement as if entered into between
Integrator and the Cisco entity.

6.    SHIPPING AND DELIVERY.

6.1   Shipping dates will be established by Cisco upon receipt of Purchase
Order 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 Product(s). Cisco will use commercially reasonable efforts to notify
Integrator of the actual scheduled shipping date within five (5) days by
posting such notification on CCO, or provide written notification within ten
(10) working days after receipt of order. Unless given written instruction by
Integrator, Cisco shall select the carrier.

6.2   In no event shall Cisco have any liability in connection with shipment,
nor shall the carrier be deemed to be an agent of Cisco. Cisco shall not be
liable for damage or penalty for delay in delivery or for failure to give
notice of any delay.

6.3   During the term of this Agreement, Cisco may make the Products, which are
to be supplied outside of 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 delivery becomes available. At such
time, Purchase Orders in conformance with Cisco's policies will be shipped
according to the availability and expedited lead-times described in the
procedures. Cisco shall have the right to change delivery terms and include
additional charges, if any, at the time such alternate order and delivery
process is implemented by Cisco.

7.    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,
excepting orders originating in and shipping to Canada, or in the event a Local
Currency Agreement (LCA) is appended to this Agreement. In such cases, payment
shall be made in Canadian currency, or as agreed to in the LCA. If at any time
Integrator is delinquent in the payment of any invoice or is otherwise in
breach of this Agreement, Cisco may, in 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 purchased under this Agreement to secure payment for those Products
purchased. If requested by Cisco, Integrator agrees to execute financing
statements to perfect this security interest.

8.    INTEGRATOR  OBLIGATIONS.



                                     Page 4
<PAGE>   5

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

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

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

C.     within nine (9) months of the effective date of the Agreement, qualify
       for, and then maintain throughout the term of this Agreement, the sales,
       support and training/certification requirements at a a minimum of Level
       3 Voice Development Partner as described in the Channel Tier Incentive
       Section of Exhibit B;

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

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

F.     validate End User network configuration design and associated components
       and assist End User with system design;

G.     keep Cisco informed as to any problems which involve Cisco Products and
       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;

H.     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;

I.     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, and;

J.     on a monthly basis, prepare and forward a non-binding forecast for the
       subsequent three (3) month period; in a format as reasonably specified
       by Cisco. Cisco may also reasonably require additional reports.

K.     within nine (9) months of signing the Agreement, integrator will
       complete the training requirements commensurate with the appropriate
       program level as stated in the then-current Cisco Voice Applications
       Partner Program requirements.

9.     PROPRIETARY RIGHTS AND SOFTWARE LICENSING.

9.1    Subject to the terms and conditions of this Agreement, Cisco grants to
Integrator a non-exclusive, non-transferable license (a) to use the Software
for Integrator's internal business use under the terms of Part (i) of Exhibit
S, and (b) during the term of this Agreement, to market and distribute the
Software, solely as permitted by Section 2 of this Agreement, in the Territory.
The license granted herein shall be for use of the Software in object code
format only and solely as provided in Part (i) of Exhibit S. Integrator may not
sublicense to any person or entity (including its affiliates) its rights to
distribute the Software.

9.2   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 the installation.
Integrator agrees to notify Cisco promptly of any breach of the Software
License Agreement 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.

10.   LIMITED WARRANTY

10.1  Hardware. Cisco warrants that for a period of twelve (12) months from the
date of shipment from Cisco that the Hardware will be free from defects in
material and workmanship under normal use. This limited warranty extends only
to Integrator as original purchaser. Integrator's sole and exclusive remedy and
the entire liability of Cisco and its suppliers under this limited warranty
will be, at Cisco's or its service center's option, shipment of an advance
replacement within five (5) working days at Cisco's expense, or a refund of the
purchase price if the Hardware is returned to the party supplying it to
Integrator, if different than Cisco, freight and insurance prepaid. Cisco
replacement parts used in Hardware repair may be new or equivalent to new. All


                                     Page 5
<PAGE>   6



articles must be returned in accordance with Cisco's then-current Return
Material Authorization (RMA) procedure.

Software. Cisco warrants that for a period of twelve (12) months from the date
of shipment from Cisco: (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. Except for the
foregoing, the Software is provided AS IS. This limited warranty extends only
to Integrator as the original licensee. Integrator'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. In no event does Cisco warrant that the Software is
error free or that Integrator will be able to operate the Software without
problems or interruptions.

Notwithstanding any other provision hereof except as set out in Section 10.2,
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.

10.2   Cisco represents that Products which it has designated as "Year 2000
Compliant," as set forth in the "Compliance Table" (including accompanying
Notes) located in Cisco's "Year 2000 Compliance" web pages beginning at
http://www.cisco.com (the "Year 2000 Pages") are "Year 2000 Compliant," meaning
that, as delivered to Integrator:

       A.     The Products accurately process data and time calculations before
              and during the years 1999 and 2000;

       B.     All manipulation of time-related data yields the desired results
              for valid date values within the application domain;

       C.     Date elements in those Products use four digit storage and
              indicate century to eliminate the chance for errors;

       D.     If a date element exists without a century indication, the
              correct century continues to be unambiguous and produces accurate
              results; and

       E.     Software accurately processes date and time data when used in
              conjunction with other Year 2000 compliant software products.

Should a Product that is so identified as "Year 2000 Compliant" not be Year
2000 Compliant or should Cisco otherwise breach the foregoing representation,
Cisco will, as Integrator's sole and exclusive remedy, repair or replace the
Product so that it becomes Year 2000 Compliant or, if Cisco is unable to repair
or replace the Product to make it Year 2000 Compliant, Cisco will refund the
purchase price of the Product paid to Cisco by Integrator as depreciated or
amortized by an equal annual amount over the lifetime of the Product, as
established by Cisco, provided that Integrator returns the Product to Cisco as
originally delivered by Cisco (except for normal wear and tear) and pursuant to
Cisco's then-current RMA policy. The foregoing representation and remedy shall
only apply to Products returned prior to January 31, 2001, or to Products
returned before the Products are no longer supported pursuant to Cisco's
standard support policies, whichever event first occurs. Integrator
acknowledges that: (i) the Internet URL address and the web pages referred to
above may be updated by Cisco from time to time and (ii) each Product ordered
will be subject to Cisco's then-current "Year 2000 Pages."

10.3   CISCO DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR
IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR AGAINST INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
PRACTICE.

11.    TRADEMARK  USAGE.

11.1   Integrator is permitted to use the name, logo, trademarks, and other
marks of Cisco (collectively, the "Marks") for all proper purposes in the sale
of Cisco Products 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 than an aesthetically proper label identifying
the Integrator, its location and its relationship to Cisco. Integrator further
agrees not to affix any Cisco Marks to products other than genuine Products.


                                     Page 6
<PAGE>   7


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 in the future by Cisco. 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.

12.    CONFIDENTIAL INFORMATION.

12.1   Integrator acknowledges that, in the course of selling the Products and
in connection with this Agreement and its relationship with Cisco, it may
obtain information relating to the Products 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 which Integrator knows or has reason to know is
confidential, proprietary or trade secret information of Cisco, as well as any
information posted on CCO. Integrator shall at all times, both during the term
of this Agreement and for a period of at least three (3) years after its
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.
Integrator further agrees to immediately return to Cisco all Confidential
Information (including copies thereof) in Integrator's possession, custody, or
control upon termination of this Agreement at any time and for any reason. The
obligations of confidentiality 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 nonconfidential basis from a third
party who has the right to disclose such information to the Integrator.

12.2   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.    PATENT AND COPYRIGHT INDEMNITY.

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's notifying Cisco
promptly in writing of the claim and giving Cisco full authority, information,
and assistance for the defense and settlement thereof. 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 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 Products, and, if
Integrator returns such Product to Cisco refund to Integrator the price
originally paid by Integrator to Cisco for such Products as depreciated or
amortized by an equal annual amount over the lifetime of the Products as
established by Cisco.

13.2   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) alteration or
modification of any Product supplied hereunder; or (c) Cisco's compliance with
Integrator's designs, specifications or instructions.

13.3   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 the 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.

13.4   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.    TERM AND TERMINATION.

14.1   This Agreement shall commence on the Effective Date and continue
thereafter for a period of one (1) year. Without prejudice to either party's
right to terminate this Agreement as set forth in Section 14.2, 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.


                                     Page 7
<PAGE>   8

14.2   Either party may terminate this Agreement by providing the other party
with forty-five (45) days prior written notice of termination. 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. purchase or sale by one
person or other entity) of ten percent (10%) or more of Integrator's market
valuation, (b) there is an acquisition or transfer of a controlling interest in
Integrator, or (c) there is any investment in Integrator by a competitor of
Cisco.

14.3   This Agreement may be terminated immediately by either party through
written notice under any of the following conditions:

       A.     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 is appointed with respect to a substantial part of its
              assets.

       B.     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, or,
              except in the case of breach of payment obligations, such longer
              period as may be reasonably required to cure the breach, up to a
              maximum of forty five (45) days, provided that the breaching
              party within thirty days of receiving the notice commenced
              diligent efforts to cure the breach.

14.4   Notwithstanding the foregoing, this Agreement may be terminated
immediately by Cisco in the event of Integrator's breach of Section 9,
Proprietary Rights and Software Licensing, or Section 12, Confidential
Information.

14.5   Upon termination of this Agreement, (a) Cisco reserves the right to cease
all further deliveries due against existing orders unless Integrator agrees to
pay for such deliveries by certified or cashier's check prior to shipment, (b)
all outstanding invoices immediately become due and payable by certified or
cashier's check, and (c) subject to Section 24.6, all rights and licenses of
Integrator hereunder shall terminate except that Integrator may continue to
distribute, in accordance with normal business practices and the terms of this
Agreement, Products shipped to it by Cisco prior to the date of termination.

14.6   Additionally, upon termination, 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:

       A.     All technical materials and business plans supplied by Cisco;

       B.     All manuals covering Products; and

       C.     Any customer or prospect lists provided by Cisco

retaining only sufficient material to fulfill remaining orders and to service
the installed base of customers as mutually agreed upon by Cisco and
Integrator.

14.7   INTEGRATOR AGREES IN THE EVENT OF TERMINATION OF THIS AGREEMENT FOR ANY
REASON, IT SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF ANY NATURE
RELATED TO SUCH TERMINATION (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 PROFITS, EXPENDITURES FOR PROMOTION OF THE CISCO
PRODUCTS, OR OTHER COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOOD WILL OF
INTEGRATOR. INTEGRATOR EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION
OR INDEMNITIES FOR ANY TERMINATION OF A BUSINESS RELATIONSHIP.

15.    SUPPORT.

Integrator shall provide support to End Users and shall meet all requirements
set forth in Exhibit D. Cisco reserves the right to directly support any End
User. Attached as Exhibit D are the terms and conditions of the support that
Cisco shall make available to Integrator.

16.    AUDIT.

Integrator shall keep full, true, and accurate records and accounts, in
accordance with generally-accepted accounting principles, of each Product
purchased and distributed, including information regarding Software usage and
export. Integrator shall make these records available for audit by Cisco upon
fifteen (15) days prior written notice, during regular business hours at
Integrator's principal place of business.


                                     Page 8
<PAGE>   9

17.    EXPORT LAW COMPLIANCE.

17.1   Integrator hereby acknowledges that the Products and technology or
direct products thereof (hereafter referred to as "Products and Technology"),
supplied by Cisco hereunder are subject to export controls under the laws and
regulations of the United States (U.S.). Integrator shall comply with such laws
and regulations and agrees not to export, re-export or transfer Products and
Technology without first obtaining all required U.S. Government authorizations
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.

       A.     End-Use/User: Integrator hereby certifies that none of the
              Products and Technology supplied by Cisco to Integrator hereunder
              will be exported, re-exported, or otherwise transferred by
              Integrator:

              A.1    to a U.S. embargoed or highly restricted destination, (15
                     United States Code of Federal Regulations ("CFR") Part
                     746)

              A.2    for use by or for any military end-user, or in any
                     military end-use located in or operating under the
                     authority of any country identified in Country Group D1
                     under 15 CFR, Supplement No. 1 to Part 740, (15 CFR Part
                     740)

              A.3    to, or made available by Integrator for use by or for, any
                     entity that is engaged in the design, development,
                     production, stockpile or use of nuclear, biological or
                     chemical weapons or missiles, (15 CFR Part 744)

              A.4    to parties on any of the U.S. Government's lists of denied
                     persons, (15 CFR Part 764)

              without first obtaining all required U.S. Government
              authorizations or licenses.

       B.     Integrator's obligation under this clause shall survive the
              expiration or termination of this Agreement.

       C.     Integrator agrees to maintain a record of exports, re-exports,
              and transfers of the Products and Technology for five years and
              to forward within that time period any required records to Cisco
              or, at Cisco's request, the U.S. Government. Integrator agrees to
              permit audits by Cisco or the U.S. Government as required under
              the regulations to ensure compliance with this Agreement.

18.    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, 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.    PRODUCT CHANGES.

Modifications which do not affect the form, fit or function of a Product 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,
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 purchase of such Products within the Announcement Period.

20.    COMPLIANCE WITH LAWS

Integrator shall obtain all licenses, permits and approvals required by any
government 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 where the
Products are to be sold, used or deployed (collectively "Applicable Laws").
Integrator will indemnify and hold harmless Cisco for any violation or alleged
violation of any Applicable Laws. 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,



                                     Page 9
<PAGE>   10


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) it will notify Cisco in writing if any of its owners,
partners, principals, officers, and employees are or become during the term of
this Agreement officials, officers or representatives of any government or
political party or candidates for political office. 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.    LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO CLAIMS OR CAUSES OF ACTION INVOLVING DEATH, PERSONAL
INJURY, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY, ALL LIABILITY OF CISCO AND ITS
SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY PAID
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.    CONSEQUENTIAL DAMAGES WAIVER.

IN NO EVENT SHALL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT
DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF.

23.    NOTICE.

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 (followed by the actual document in air mail/air courier); (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), with written verification of receipt. All communications will be
sent to the addresses set forth on the signature page 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.    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 conflict of law. The parties
specifically disclaim the UN Convention on Contracts for the International Sale
of Goods.

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

24.3   ASSIGNMENT. Neither this Agreement nor any rights under this Agreement,
other than 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 of proceeding, including
costs, fees and expenses upon appeal, separately from and in addition to any
other amount included in such judgment. This provision is intended to be
severable from the other provisions of this Agreement, and shall survive and
not be merged into any such judgment.



                                    Page 10
<PAGE>   11

24.6   NO AGENCY. This Agreement does not create any agency, partnership, joint
venture or franchise relationship. 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).

24.8   SURVIVAL. Sections 10, 12, 13, 14, 16, 17, 18, 21, 22 and 24, and the
license to use the Software set out in Section 9 and Part (i) of Exhibit S
(subject to the termination provisions set forth in Part (i) of Exhibit S)
shall survive the termination of this Agreement.



                                    Page 11
<PAGE>   12


                                   EXHIBIT A

                               INTEGRATOR PROFILE






INTEGRATOR'S ASSIGNED SALES TERRITORY:

World Wide.


INTEGRATOR'S ADDED VALUE PRODUCTS AND SERVICES:

Software Development company with fully integrated IP Telephony Software
packages and value added IP applications. ITSP Software Applications
Development, Network of existing ITSPs, Clearing house for ITSP minute traffic
payments, Web based applications Software Developer for VoIP and other
functions.



VERTICAL MARKETS ADDRESSED BY INTEGRATOR'S ADDED VALUE PRODUCTS AND SERVICES:

Internet Telephony Service Providers (ITSPs), Internet Service Providers
(ISPs), Corporate Virtual Private Networks, NextGen Telcos



                                    Page 12
<PAGE>   13


                         EXHIBIT B -- DISCOUNT SCHEDULE

The discount schedule set forth below shall be applied to all Product purchased
from Cisco by Integrator during the term of this Agreement.
===============================================================================

<TABLE>
         <S>                                                                                    <C>
         BASE DISCOUNT:                                                                          26%

         VOLUME INCENTIVE:

              Volume Achievement (see matrix below)
              Forecast: $ 250,000.                                                                0%
                        ---------
         CHANNEL TIER INCENTIVE:
                                   Level 1 - Global Voice Solutions Partner (5%)
                                   LEVEL 2 - VOICE SOLUTIONS PARTNER (4%)
                                   Level 3 - Voice Development Partner (2%)                       4%

         IC/POS (1%):                                                                             1%


         TOTAL VALUE ADDED RESALE DISCOUNT - GENERAL (NON FOCUS AREAS) AND INTERNAL USE:         31%

         AUSTRALIA ONLY: (FOR PURCHASES MADE OFF OF GLOBAL LIST PRICE)(1)
         TOTAL VALUE ADDED RESALE DISCOUNT - GENERAL (NON FOCUS AREAS) AND INTERNAL USE:         21%

         FOCUS INCENTIVE:

         Integrator's Focus Areas: Indicate one (1) or both below: (6%)

                           1)  Service Provider    (SERVICE PROVIDER)
                               -------------------
                           2)  Voice Market        (VOICE MARKET)
                               -------------------

         Total Focus Incentive discount points:                                                  +6%



         TOTAL VALUE ADDED RESALE DISCOUNT - RESALES TO FOCUS AREA(S):                           37%

         AUSTRALIA ONLY:  (FOR PURCHASES MADE OFF OF GLOBAL LIST PRICE)(2)
         TOTAL VALUE ADDED RESALE DISCOUNT - RESALES TO FOCUS AREA(S):                           27%
</TABLE>

===============================================================================
Additionally, Integrator's discount for the following types of purchases, as
described in detail below shall be:


         NON-VALUE ADDED RESALE                                       10%
         DEMONSTRATION/EVALUATION EQUIPMENT                           45%
         LAB DEVELOPMENT SWITCH PRODUCT                               65%

(1), (2) Discount for purchases to be made utilizing Global List Price for
shipment to and deployment in Australia is ten percent (10%) less than other
applicable discount. Integrator may choose to amend Agreement to allow for
purchases to be made utilizing Australian Price List upon request. In such case,
all Purchase Orders will be placed with and fulfilled through Cisco Systems
Australia Pty. Ltd., and payment shall be made in Australian currency.



                                    Page 13
<PAGE>   14


VOLUME INCENTIVE MATRIX:

Total annual volume of Products forecasted to be purchased from Cisco by
Integrator for resale in accordance with this Agreement:

Applicable to the List Price:

<TABLE>
         <S>                                                  <C>    <C>
-------------------------------------------------------------------------------

         Actual Net Purchase Forecast/Achieved                Volume Incentive

         $1,000,000 or greater                                       +1%
         $2,000,000 or greater                                       +2%
         $3,000,000 or greater                                       +3%
         $4,000,000 or greater                                       +4%
===============================================================================
</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 are not retroactive.

CHANNEL TIER INCENTIVE*:
(Refer to Cisco's then current Channel Tier Incentive Program for Complete
Details)


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                         GLOBAL VOICE         VOICE SOLUTIONS          VOICE
                                          SOLUTIONS               PARTNER            DEVELOPMENT
                                           PARTNER                                     PARTNER
-------------------------------------------------------------------------------------------------

<S>                                     <C>                <C>                   <C>
SUPPORT
-  Availability of support              24x7 (manned       24x7 (pager           Local Business
                                        site access)       access)               Hours
-  Response time                        1 hour             2 hour                4 hour
                                        Same day           Next day              48 hours
-  On-site support
                                        In place           In place              In place
-  Must maintain upgraded
   development In place and maintenance
   Lab with Cisco equipment fully
   configured to represent all
   solutions offered (applies to
   partners who develop
   applications for specific Cisco
   Hardware platforms)

                                        In place           In place              In place
-  Defined escalation procedure for
   Level 1 & 2 support
-------------------------------------------------------------------------------------------------

TRAINING & INDIVIDUAL PERSONNEL
CERTIFICATION REQUIREMENTS



ESMBU HARDWARE PLATFORMS
-  Maintenance & Operations
   trained/certified personnel          6                  4                     2
-  Application Development
   trained/certified personnel          6                  4                     2

Voice Product Line (Access Path in
all it's configurations, 5200, 5300,
5400)                                   4 CCNP (Cisco      3 CCNP                2 CCNP
                                        Certified
                                        Network
-------------------------------------------------------------------------------------------------
</TABLE>



                                    Page 14
<PAGE>   15

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                       (Professional)


-------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                   <C>
GEOGRAPHIC SALES & SUPPORT
COVERAGE **                             Global             Regional              Regional

-------------------------------------------------------------------------------------------------
</TABLE>
*  Eligibility for Channel Tier Discount to be verified by Cisco.

** REGIONAL:  Serves primarily a regional  geographic  location (e.g. N.A.,
Europe, SE Asia, etc.); GLOBAL: serves all regions (Americas, EMEA, ASIA)
through 3+ major sales and support organizations


                                    Page 15

<PAGE>   16


IC/POS:

IC (Internet Commerce)/POS (Point of Sale). Cisco will apply one (1) additional
discount point when Integrator commits to and actually meets, the following
requirements:

     Ninety percent (90%) of Integrator's orders shall be submitted
     electronically, and; Ninety percent (90%) of Integrator's orders shall
     contain POS information

     "Submitted electronically" means Integrator uses IC or EDI (Electronic
     Data Interchange) technology in a format agreed in advance with Cisco to
     submit orders electronically, and collect and transmit relevant End User
     information.

POS information must include the following:

1.   Integrator's Purchase Order number.
2.   Cisco's Product name and number.
3.   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 may withdraw the applicability of the IC/POS discount point to all
unshipped and/or future orders if it determines that the commitment has not
been fulfilled in any three (3) month period. Restoration of any withdrawn
point shall be at Cisco's sole discretion. Cisco shall have the right to verify
the information so provided and shall be provided with reasonable proof
(shippers' documentation, invoices, etc.) confirming the information on
request.

FOCUS INCENTIVE:

Integrator must qualify for one or both of the two (2) Focus areas (as defined
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:

1.   Integrator sells to an End-User located in the in the U.S. 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;
2.   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 on 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>
 Service Provider      Companies involved in providing telephone, internet,
                       wireless and radio communications services.
---------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
PRODUCT SET - U.S.                      DEFINITION
---------------------------------------------------------------------------
<S>                    <C>
 Voice Market          VCO4/K Programmable Switch, 5300, 5800,
                       Access Path, VSC
---------------------------------------------------------------------------
</TABLE>

Cisco may change the availability or definition of Focus areas. Any such
changes shall not affect this Agreement during the balance of the initial term.
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.

Cisco may change the availability or definition of Focus areas. Any such
changes shall not affect this Agreement during the balance of the initial term.
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



                                    Page 16
<PAGE>   17


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.

INTERNAL USE:

Integrator shall be entitled to purchase Product from Cisco for internal use at
the established "Total Value Added Resale Discount (General)". No focus area
discount incentive points shall apply to Product purchased for internal use.

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.

DEMONSTRATION/EVALUATION PRODUCT:

To assist Integrator in its sales and marketing efforts, Integrator shall be
entitled to a discount of forty-five percent (45%) for a maximum of twenty-five
(25) demonstration/evaluation units per year. Integrator agrees to use such
units solely for demonstration/evaluation (non-production) purposes and any
software received with or for such units may not be distributed further, and
software for such units which is upgraded by Integrator is licensed to
Integrator solely for use for demonstration and evaluation purposes.

LAB DEVELOPMENT SWITCH PRODUCT:

Cisco shall provide a sixty five percent (65%) discount on Hardware and
Software components for VCO/4K switches that are being installed in a
laboratory environment, and any subsequent Hardware and Software purchased for
such laboratory units.

POS REPORTING:

In the event Integrator does not provide POS information at the time of order
entry, Integrator shall prepare and forward such POS information to Cisco on a
monthly basis in a format as reasonably specified by Cisco. 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 are due by the twentieth of the following month to Cisco at the
following address:

         Cisco Systems, Inc.
         170 West Tasman Drive
         San Jose, CA  95134-1706
         Attention: Reporting  Coordinator, Channel Operations
         Fax: 408.527.2022

or such other address as Cisco may specify.



                                    Page 17
<PAGE>   18



                                   EXHIBIT C
                  (EXHIBIT C DOES NOT APPLY TO THIS AGREEMENT)


                                   EXHIBIT D

                              CVAP SUPPORT EXHIBIT

This CVAP Support Exhibit ("Exhibit") supplements the CISCO VOICE APPLICATION
PARTNER (CVAP) Multi-Theatre Systems Integrator Agreement, ("the Agreement")
and all the terms and conditions of the Agreement apply to this Exhibit;
provided, this Exhibit supersedes any prior or contemporaneous agreement that
covers the same subject matter. Further, 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.    "ADVANCE REPLACEMENT" means a service to ship replacement
                Service Parts in advance of receipt of failed Product.

        1.2.    "CATEGORY A, B, C AND D" means Cisco-determined Product
                categories used for assessment of service fees. Refer to CCO
                for details on the categorization of each Product.

        1.3.    "CATEGORY S" means Cisco's non-embedded/stand alone Application
                Software Products. Refer to CCO for details on the
                categorization on each product.

        1.4.    "CCO" means Cisco Connection Online, Cisco's online information
                web server (www.cisco.com).

        1.5.    "FIRST LEVEL SUPPORT" means the ability to provide general
                Product information (pre-sales and post-sales), Hardware and
                Software configuration, installation, and upgrade support;
                collect relevant technical problem identification information;
                perform base problem determination; provide basic support on
                the standard protocols and features; provide regular problem
                resolution status reports to the End User; maintain knowledge
                of the End User's network.

        1.6.    "HARDWARE" means tangible Cisco Product made available to
                Integrator.

        1.7.    "MAINTENANCE RELEASE" means an incremental release of Cisco
                Software that provides maintenance fixes and may provide
                additional Software features. Maintenance releases are
                designated by Cisco as a change in the digit(s) to the right of
                the tenths digit of the Software version number [x.x.( x)].

        1.8.    "MAJOR RELEASE" means a release of a Cisco Software product
                that is designated by Cisco as a change in the ones digit of
                the Software version number [(x).x.x].

        1.9.    "OTHER PRODUCT" means Product an End User acquired from sources
                other than Integrator.

        1.10.   "PRODUCT" means both Cisco Hardware and/or Software.

        1.11.   "RMA" means Return Material Authorization.

        1.12.   "SECOND LEVEL SUPPORT" means First Level Support plus the
                ability in relation to the Products to resolve the majority of
                misconfigurations, troubleshoot and simulate complex
                configuration, Hardware, and Software problems, support problem
                isolation and determination of Product specification defects;
                provide lab simulation and interoperability and compatibility
                testing for new Software and Hardware releases prior to being
                deployed into an End User's production network; define a
                problem resolution action plan; do preliminary analysis of
                traces and log files, diagnose problems remotely and provide
                Cisco with complete steps to reproduce problems which cannot be
                resolved at 1st or 2nd level.

        1.13.   "SERVICE PART" means a component or sub-assembly of a Product
                and is also referred to as Field Replaceable Unit (FRU).

        1.14.   "SOFTWARE" means the machine-readable object code Software
                programs licensed by Cisco.

        1.15.   "STANDARD BUSINESS HOURS" means 6:00 AM to 6:00 PM Pacific
                Standard Time, Monday through Friday, excluding Cisco-observed
                holidays.

        1.16.   "TAC" means Cisco's Technical Assistance Center.

        1.17.   "THIRD LEVEL SUPPORT" means fixing or generating workarounds
                for Hardware and Software bugs and troubleshooting bugs that
                were not diagnosed or resolved during Second Level Support;
                providing advanced support on all protocols and features and
                analysis of traces, log files and core dumps.

        1.18.   "UPDATE" means Maintenance Releases, Version Releases and/or
                Major Releases which contain the same configuration as
                originally acquired.

        1.19.   "VERSION RELEASE" means an incremental release of Cisco
                Software that provides maintenance fixes and additional
                Software features. Version releases are designated by Cisco as
                a change in the tenths digit(s) of the Software version number
                [x.(x.).x].

2.      SCOPE

        2.1.    SUPPORT SERVICES. The support hereunder is intended for an
                Integrator who support End Users. Cisco will provide services
                described hereunder to Integrator as backup to its technical
                capabilities; provided however,



                                    Page 18
<PAGE>   19



                that Integrator will retain primary responsibility for
                providing support to its End Users and Cisco shall have no
                obligation to provide support directly to End Users.

        2.2.    CERTIFICATION. Integrator must be certified in Cisco's channel
                certification program in order to participate in the support
                program described herein and must have individual personnel
                certified in the following courses:
                1. VCO/Series 20 and 80-System Configuration and Management;
                2. VCO/4K System Configuration and Management;
                3. Advanced Troubleshooting;
                4. Introductory Software and the Summa API;
                5. ISDN Templates, Commands and Reports; and
                6. Appropriate SS7 courses may also be required.


3.      CISCO RIGHTS AND OBLIGATIONS. In consideration of the service fee paid
        by Integrator, Cisco will provide the following services to Integrator:

        3.1.    TECHNICAL SUPPORT.

        3.1.1.  Cisco shall provide 24-hour 7-day a week access to Cisco's TAC.
                Cisco will use its best endeavors to respond to Integrator
                within one (1) hour for all calls received during Standard
                Business Hours and to Priority 1 and 2 calls received outside
                Standard Business Hours. For Priority 3 and 4 calls received
                outside Standard Business Hours, Cisco will respond no later
                than the next business day.

        3.1.2.  Cisco will provide Third Level Support on all Category A
                Products.

        3.1.3.  Cisco will supply the appropriate level of technical resources
                based on problem priority and elapsed time to assist Integrator
                with problem resolution and to ensure adherence to Cisco's
                Problem Prioritization and Escalation Guideline as described in
                Appendix A. If mutually agreed that Cisco on-site technical
                resources are required for resolution, Cisco will dispatch the
                necessary level of technical support to assist Integrator.

        3.2.    SOFTWARE SUPPORT.

        3.2.1.  SOFTWARE RELEASES. Cisco will make available Software Updates as
                follows:

                3.2.1.1.    All major releases, version releases and maintenance
                            releases, if released by Cisco, will be provided to
                            Integrator upon request.

        3.2.2.  RELEASE SUPPORT. Cisco will support each Major Release and
                Version Release for a period of thirty-six (36) months from the
                first commercial shipment of that release. Cisco, in meeting
                any support obligations, may require an upgrade to a subsequent
                release.

        3.2.3.  SOFTWARE PATCHES. When required, Cisco will provide new
                Software to Integrator to correct a problem.

        3.3.    HARDWARE SUPPORT. Cisco will provide Advance Replacement
                service for Hardware as follows:

        3.3.1.  Cisco shall provide Advance Replacement service as follows:
                Cisco will ship the replacement non-configured Service Part the
                same business day providing the request for shipment is made
                prior to 3:00 PM, Pacific Standard Time, Monday through Friday,
                excluding Cisco-observed holidays. For requests after 3:00 PM
                Pacific Standard Time, the Advance Replacement will be shipped
                the following Cisco business day. The Advance Replacement will
                be shipped, with shipping instructions, to arrive the next
                business day. Standard Advanced Replacement service will be
                available on VCO 4K, SS7 and later hardware products.

        3.3.2.  All replacements are shipped using Cisco's preferred carrier,
                freight prepaid by Cisco.

        3.3.3.  Product used for replacement may be new or equivalent to new,
                at Cisco's discretion.

        3.3.4.  The Advance Replacement Service described in Section 3.3.1 for
                Product supported by Integrator which was purchased prior to
                the effective date of this Exhibit will take effect thirty (30)
                days after the Effective Date, provided that Cisco may refuse
                to provide such service for any Product where Cisco in its sole
                discretion is not satisfied that all required support fees with
                respect to such Product have been paid.

        3.4.    CCO ACCESS. Cisco will provide an appropriate level of
                Integrator access to CCO. CCO is available to End Users upon
                approval by Integrator pursuant to the process in Appendix B
                ("Partner Initiated Customer Access" "PICA").

        3.5.    SPECIAL REQUIREMENTS. For some Products added to the Price
                List, including Products which become Cisco Products as a
                result of an acquisition by Cisco of another entity, Cisco may
                impose certification, installation, or training requirements on
                Integrator prior to allowing Integrator to buy and/or support
                such Products from Cisco.

        3.6.    Notwithstanding anything in the Agreement to the contrary,
                Cisco reserves the right to provide support directly to End
                Users, even if Integrator is providing support to such End
                Users.

4.      INTEGRATOR RIGHTS AND OBLIGATIONS.

        4.1.    STAFF. Integrator shall maintain minimum requirements of
                certified and trained technical support personnel who are
                full-time direct employees to provide Software and Hardware
                support. Integrator shall maintain at least one (1) trained
                technical support person per servicing location.

        4.2.    SERVICES TO END USERS. Integrator shall provide the following
                services to its End Users:



                                    Page 19
<PAGE>   20


        4.2.1.  SERVICE TIME PERIOD. Integrator shall provide services to End
                Users in accordance with local business hours.

        4.2.2.  TECHNICAL SUPPORT.

                4.2.2.1. Integrator will provide First Level Support and Second
                         Level Support to End Users on all Products.

                4.2.2.2. During local business hours Integrator shall provide
                         telephone call back to the End User within one (1)
                         hour. For calls received outside local business hours,
                         Integrator will respond to the End User within one (1)
                         hour for Priority 1 and 2 calls, and no later than the
                         next business day for Priority 3 and 4 calls.

                4.2.2.3. Integrator shall establish problem priorities with End
                         Users consistent with Cisco's problem priority
                         definitions described in Appendix A and will report
                         unresolved cases to Cisco as follows:
                            PRIORITY 1: No later than four (4) hours from
                            initial End User notification to Integrator.
                            PRIORITY 2: No later than three (3) business days
                            from initial End User notification to Integrator.
                            PRIORITY 3: No later than five (5) business days
                            from initial End User notification to Integrator.
                            PRIORITY 4: No later than ten (10) business days
                            from initial End User notification to Integrator.

        4.2.3.  ADVANCE REPLACEMENT: Integrator shall offer next business day
                Advance Replacement to its End Users.

        4.2.4.  INSTALLATION. Integrator shall offer installation services to
                each End User who purchases Products.

        4.2.5.  WARRANTY SERVICE. Integrator shall provide to the End User, at
                no charge, all warranty service for a minimum of the warranty
                period set forth in the then-current published Product
                warranty.

        4.3.    CCO ACCESS. Integrator will administer CCO access for its
                employees including disabling CCO access upon employee
                termination. Additionally, Integrator will be responsible for
                administering and authorizing registered End-User access to CCO
                pursuant to the process in Appendix B. In no event shall
                Integrator disclose its level of CCO access information.

        4.4.    Integrator shall facilitate access to the Products included
                herein such that problems may be diagnosed and corrected
                remotely via the internet or via modem access.

        4.5.    ON-SITE PROBLEM RESOLUTION. Integrator will have the ability to
                go to the End User's site to provide problem resolution.

        4.6.    SOFTWARE SUPPORT.

        4.6.1.  DUPLICATION RIGHTS.

                4.6.1.1. For the Releases specified in Section 3.2.1.1, no
                         duplication rights of any kind are granted by Cisco.

        4.6.2.  DISTRIBUTION RIGHTS. Cisco grants Integrator the right to
                distribute software only to End Users currently licensed to use
                the Software.

        4.6.3.  REASONABLE EFFORT. Integrator will use reasonable efforts to
                (i) generate work-around solutions to reported Software
                problems or (ii) implement a Cisco-developed patch to the
                Software.

        4.7.    SERVICE PARTS INVENTORY. Integrator shall maintain a sufficient
                Service Parts inventory to support its End User base. Service
                Parts may only be used for remedial maintenance purposes. Cisco
                may periodically request a Service Parts inventory report from
                Integrator. Integrator is responsible for maintaining up to
                date revisions of service parts inventory.

        4.8.    ADVANCE REPLACEMENT. Integrator shall request Advance
                Replacement by using Cisco's Service order Agent on CCO.

        4.9.    RECEIPT OF REPLACEMENTS. Integrator is responsible for the
                following when receiving replacement Product:

        4.9.1.  Importation import duties, taxes, fees, inspections and any
                other import requirements applicable to the country of import.

        4.9.2.  Testing to verify any damage in transit and reporting Product
                failures and/or mis-shipments to Cisco within ten (10) business
                days of receipt.

        4.10.   RETURNS COORDINATION.

        4.10.1. Integrator shall return all failed Product that has been
                Advance Replaced within ten (10) business days of receipt of
                the replacement Product; otherwise, Advance Replacement
                Products will be invoiced to Integrator at the then current
                list price.

        4.10.2. Integrator shall coordinate the return of all failed Product,
                freight and insurance prepaid, to the Cisco designated
                location.

        4.10.3. Integrator shall comply with the following RMA procedure:

                4.10.3.1. Integrator will 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.

                4.10.3.2. Integrator shall tag each Product returned with the
                          RMA transaction number and a brief description of the
                          problem.



                                    Page 20
<PAGE>   21



                4.10.3.3. Cisco will not accept any Product returned which is
                          not accompanied by an RMA number.

        4.11.   INTEGRATOR SUPPORT FOR OTHER PRODUCT. Integrator may receive
                support service from Cisco hereunder for Other Product under
                the following conditions: Integrator provides Cisco a request
                to support Other Product and a list including the Product(s)
                and serial number(s) to be supported, and pays the fees set
                forth in this Agreement for Other Product. Cisco reserves the
                right to approve or reject such request.

        4.12.   FOCAL POINTS. Integrator will identify individuals to serve as
                focal points for Cisco's monitoring of support services
                provided under this Exhibit and any day-to-day service issues,
                including escalations under the Prioritization and Escalation
                Guideline (Appendix A).

        4.13.   RECORDS. Integrator will maintain records of Product in use at
                all End User sites.

        4.14.   CUSTOMER SATISFACTION SURVEY. Cisco reserves the right to
                survey End Users under Integrator support for Cisco Products
                for the limited purpose of ensuring customer satisfaction with
                Cisco Products and Integrator support. For such purposes,
                Integrator agrees to provide End User contact information.

5.      SERVICES NOT COVERED UNDER THIS AGREEMENT.

        5.1.    Any customization of or labor to install Software.

        5.2.    Major Releases and Version Releases for Category S Product.

        5.3.    On-site Support. Cisco shall not be required to perform any
                on-site support under this Agreement. If Cisco is requested to
                perform on-site diagnostic and remedial maintenance, except
                where mutually agreed under Section 3.1.3, integrator shall
                reimburse Cisco for all labor and travel expenses at Cisco's
                then-current time and material rates.

        5.4.    Support or replacement of Product that is altered, modified,
                mishandled, destroyed or damaged by natural causes or damaged
                during unauthorized use.

        5.5.    Services to resolve software or hardware problems resulting
                from third party product or causes beyond Cisco's control.

        5.6.    Services for non-Cisco software installed on any Cisco Product.

        5.7.    Any Hardware upgrade required to run new or updated Software.

6.      CISCO SERVICE FEE, PAYMENT TERMS AND CHANGES.

        6.1.    INTEGRATOR SHALL PAY THE FOLLOWING FEES:

        6.1.1.  For Category A Product, subject to Section 6.5 below (including
                all such Products supported by Cisco under any predecessor
                version of this Exhibit) a recurring annual fee, charged on
                Integrator's cumulative net purchases billed quarterly.
                Cumulative net purchases includes; (i) product purchased under
                this Agreement or previously, (ii) Product purchased by
                Integrator from a supplier other than directly from Cisco, and
                (iii) Other Product; regardless of when Product or Other
                Product was purchased. All products covered under this CVAP
                support exhibit are Category A.

        6.1.2.  For Category B, C, D and S Product a one-time fee charged on
                Integrator's net purchases. Net purchase includes; (i) Product
                purchased under this Agreement (in which case the fee shall be
                charged upon Product purchase), (ii) Product purchased by
                Integrator from a supplier other than directly from Cisco (iii)
                Other Product. In cases of (ii) and (iii) the fee shall be due
                thirty (30) days after invoice date of such fee.

<TABLE>
<CAPTION>
                CATEGORY     MAINTENANCE FEE. % OF NET   PAYMENT SCHEDULE
                --------     -------------------------   ----------------
                <S>          <C>                         <C>
                Category A             5.5%              Annual recurring
                Category B              10%              One-time as per 6.1.2.
                Category C             7.5%              One-time as per 6.1.2.
                Category D               2%              One-time as per 6.1.2.
                Category S             2.5%              One-time as per 6.1.2.
</TABLE>

        6.1.3.  Within thirty (30) days after invoicing of such amount by
                Cisco, Integrator will pay the amount due for any quarterly
                billings remaining on Product purchased by Integrator as an
                authorized Integrator prior to the Effective Date of this
                Exhibit, up to the total of the twelve quarterly installments
                required to be paid for such Product under the System
                Integrator Support Exhibit to which Integrator was a party
                prior to the Effective Date of this Exhibit, notwithstanding
                that such prior Exhibit is replaced by this Exhibit. Such fees
                shall be due for all such Product with respect to which
                Integrator has provided support, even if such Product was
                originally purchased by Integrator from a source other than
                directly from Cisco, and with respect to Other Product, the fee
                due shall be the fee applicable to Other Product under the
                prior System Integrator Support Exhibit. Any such fees
                remaining on Product will be billed as a one-time fee.

        6.2.    For Product purchased from a supplier other than Cisco,
                Integrator will be charged the applicable maintenance fee in
                accordance with Section 6.1, except that such fee will be
                calculated on the then-current Product list price (as of the
                date of purchase by Integrator) less Integrator's discount.



                                    Page 21
<PAGE>   22



        6.3.    In the cases described in this Section 6.3, the recurring fees
                specified in Section 6.1.2 for Category A Product will not be
                charged and the one-time fee for Categories B,C,D and S
                specified in Section 6.1.2 will not be charged and, if already
                paid, will be subject to refund in accordance with Section 6.5
                below:

        6.3.1.  Support on Product in Integrator's installed base is
                transferred to another Cisco authorized Integrator under the
                following conditions:

                6.3.1.1. Integrator provides Cisco with a notification
                         including the Product(s) (i) and serial number(s) on
                         which support is being transferred, (ii) the date of
                         the transfer and the Cisco Integrator to whom support
                         is being transferred and (iii) letter from the End-User
                         stating the End User's request to have service
                         transferred to another Cisco Integrator.

                6.3.1.2. Cisco receives confirmation of such transfer and
                         payment of the service fee for those Products from the
                         Cisco Integrator who will be assuming support.

        6.4.    For Other Product an administration fee of 10% of the fee
                described in 6.1.1 and 6.1.2 for such Other Product.
                Additionally, an inspection fee may be charged per unit, if
                applicable, as determined by Cisco at the then-current time and
                material rates.

        6.5.    For Category A Product only, support fee will not be charged if
                (i) Product has reached end-of-maintenance and Cisco no longer
                offers support services for the Product or (ii) Integrator
                provides Cisco a letter from End-user stating that product has
                been permanently removed from the network.

        6.6.    The one-time maintenance fees specified in Section 6.1.2 paid
                by Integrator will be refunded for the situations described in
                section 6.3.1 as follows:

        6.6.1.  Integrator will receive a 100% refund of the one-time service
                fee for affected Product in Category B, C, D, and S if the
                event described in Sections 6.3.1 occurs during the initial 12
                months after Product shipment from Cisco.

        6.6.2.  Integrator will receive a 60% refund of the one-time service
                fee for affected Product in Category B, C, D, and S if the
                event described in Sections 6.3.1 occurs during the period more
                than 12 months and less than 24 months after the date of
                Product shipment from Cisco.

        6.6.3.  There will be no refund if the event described in Sections
                6.3.1 occurs after the initial 24 month period after Product
                shipment from Cisco.

        6.7.    With respect to Product purchased, resold or supported by
                Integrator prior to becoming an authorized Integrator,
                Integrator shall pay all applicable fees hereunder within
                thirty (30) days of invoice by Cisco.

        6.8.    Cisco will provide information necessary for prompt issuance of
                a purchase order or similar document by Integrator, where
                required. Integrator will provide (i) a purchase order for the
                services defined herein no later fifteen (15) days from Cisco's
                request; and (ii) a blanket purchase order for the purpose of
                billing non-returned Products and time and materials services,
                if any.

        6.9.    Integrator is responsible for all applicable taxes, fees and
                duties associated with the delivery of services under this
                Exhibit.

7.      TERMINATION/SUSPENSION OF PERFORMANCE. In addition to all rights and
        remedies which it may have under the Agreement, Cisco may suspend its
        performance or services hereunder for all Products covered under this
        Exhibit, whether the Products were purchased prior to or subsequent to
        the Effective Date of this Exhibit, immediately upon Notice if (i)
        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, or (ii) if Integrator breaches the provisions of
        Section 9, or hereof (iii) for particular Products, if Cisco ends
        support for such Products or (iv) the Agreement terminates. Upon
        expiration or termination as specified in the Agreement, (i) all rights
        and licenses of Integrator hereunder shall terminate, (ii) Integrator
        shall immediately discontinue all representations that it provides
        Cisco-supported maintenance services for Cisco Product, and (iii) End
        User access to CCO shall terminate.

8.      SOFTWARE LICENSE. Integrator acknowledges that it may receive Software
        as a result of services provided under this Exhibit. Integrator agrees
        that it is licensed to distribute such Software only on Product covered
        under this Exhibit and subject to the terms and conditions of the
        Software license granted with the original purchase of the Product and
        with respect to which all applicable fees have been paid. Integrator
        shall not copy, in whole or in part, Software or documentation; modify
        the Software, reverse compile or reverse assemble all or any portion of
        the Software; or rent, lease, distribute, sell, or create derivative
        works of the Software. Integrator shall not upgrade to a feature set
        other than that which was licensed at the time of original Product
        purchase unless applicable license fees are paid.

9.      GENERAL.

        9.1.    DISCLOSURE OF CONTRACT INFORMATION. Integrator acknowledges and
                agrees that in no event shall any of the information contained
                in this Exhibit, Integrator's Agreement number, or CCO access
                information be disclosed to any third party. Such information
                shall be considered Confidential Information under the
                Agreement.

        9.2.    REPRESENTATIONS AND WARRANTIES. Integrator shall not make any
                representations or warranties on behalf of Cisco, except as
                expressly authorized herein or as expressly authorized by Cisco
                in writing. Neither Integrator nor Cisco will make any
                obligation to provide services to End Users on behalf of the
                other, nor commit the resources of the other to End Users.



                                    Page 22
<PAGE>   23



        9.3.    SERVICE MARKS. Cisco support provided to Integrator is not in
                any way to be considered or presented as a service from Cisco
                directly to the End User. Integrator will not use Cisco's
                service marks in any manner except as mutually agreed upon in
                writing.



                                    Page 23
<PAGE>   24



                                   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 User's
                        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         Technical Support
24-Hour    Customer Advocacy      Director
--------------------------------------------------------------------------------------------
           President (CEO)        Vice President
48-Hour                           Customer Advocacy
--------------------------------------------------------------------------------------------
                                                         Customer Engineering
72-Hour                                                  Manager
--------------------------------------------------------------------------------------------
                                  President (CEO)        Technical Support      Customer
96-Hour                                                  Director               Engineering
                                                                                Manager
--------------------------------------------------------------------------------------------
</TABLE>

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 begins at the Customer
        Engineering Manager level and proceeds 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, and Africa:   +32-2-778-4242
Asia Pacific:                      +1-800-805-227 (within Australia)
                                   +61-2-9935-4107



                                    Page 24
<PAGE>   25



                                   APPENDIX B
                            CISCO CONNECTION ONLINE
                    PARTNER INITIATED CUSTOMER ACCESS (PICA)

INTEGRATOR RESPONSIBILITY
      Integrator shall nominate two (2) employees to enable End User CCO access
      using CCO administration tools.

      Integrator shall forward the following information to Cisco (via
      electronic mail to "cco-team@cisco.com"), as soon as practicable, for the
      nominated persons:
      1.    Current Service Agreement number with Cisco
      2.    CCO user ID(s)
      3.    Internet email addresses (if established)

      The Integrator's two (2) employees will be responsible for:
      1.    Providing CCO access to End Users
      2.    Assisting Cisco in verifying CCO users previously registered,
            whereby Integrator submitted End User CCO Access Requests on behalf
            of their End Users. Assist in moving End Users from the older
            process to the PICA process.
      3.    Integrator is responsible for disabling End User's PICA access when
            the End User is no longer eligible.
      4.    Integrator shall be responsible for ensuring that End User only
            downloads software for use with Products for which applicable
            support fees have been paid, and shall pay to Cisco applicable
            support fees for any Products for which support is received through
            use of the procedures described in this Appendix B, regardless of
            whether or not such Product was originally sold by Integrator to
            End User.

INTEGRATOR EMPLOYEE REGISTRATIONS
      Employees within the Integrator organization must continue to use the
      existing system of registering (i.e. with their Service Agreement
      number). To ensure correct access, Integrator employees should never use
      a special PICA account number for registering online.

END USER ELIGIBILITY FOR CCO ACCESS
      End User eligibility for CCO access commences when the End User has
      purchased a Cisco Product, or service for Cisco Product(s) from the
      Integrator, and has a support agreement with that Integrator.

PICA PROCESS OVERVIEW
      1.    Cisco will assign a unique account number prefix to the nominated
            person(s) if one does not already exist.
      2.    This prefix is the basis of the new account numbering scheme for
            End Users (i.e. FJLxxxx). Each End-User will have a different
            number following the prefix (i.e. FJL2001, FJL2004, FJL2035 etc.)
      3.    If the Integrator wishes to entitle End User access to CCO, the
            nominated person logs onto CCO and uses the PICA administration
            tool to entitle End-User.
      4.    This option is selected and 3 fields will appear. The first field
            is an input field for the name of the End User, the second field is
            a selectable list of countries and the third is a selectable field
            for Software download entitlement for this End User [yes|no].
      5.    When correctly entered, selected and executed, CCO will generate a
            unique account number just for that End User, and display it on
            screen. e.g. FJL1012
      6.    After it is generated online, the account number may only be
            published within the End User organization. Only one number per End
            User organization is normally permitted.
      7.    Any number of End User employees may register on CCO with that
            account number e.g. FJL1012. A unique user ID will be generated for
            each user that registers.
      8.    For security reasons, generic or group accounts are not permitted
            under any circumstances.
      9.    For each registration performed, an email can be sent to the
            nominated person automatically with the newly registered user's
            online entered details.
      10.   Disabling End User CCO access will also be an online option.

CONFIDENTIALITY. Integrator acknowledges that, in the course of performing its
duties, Integrator or the End Users to whom Integrator authorizes CCO access
may obtain information relating to the Products and to Cisco which is of a
confidential and proprietary nature ("Proprietary Information"). Such
Proprietary Information may include, but is not limited to, trade secrets, know
how, invention techniques, processes, programs, schematics, Software source
documents, data, financial information, and sales and marketing plans.
Integrator shall at all times keep in trust and confidence all such Proprietary
Information, and shall not use such Proprietary Information other than in the
course of its duties under the Agreement, nor shall Integrator disclose any
such Proprietary Information without Cisco's written consent. Integrator
further agrees to immediately return to Cisco all Proprietary Information
(including copies thereof) in Integrator's possession, custody, or control upon
termination of this Agreement at any time and for any reason. Integrator will
indemnify Cisco for unauthorized disclosures of Proprietary Information by
Integrator or its End User.



                                    Page 25
<PAGE>   26



                                   EXHIBIT E
                          ORDERING AND SHIPPING TERMS

<TABLE>
<CAPTION>
                                                         Discount
Ordering Locations:                 Price List:          Schedule:        Place Orders With:              Shipping terms:
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                  <C>         <C>                                 <C>
United States, Mexico, Central      Global Price List    Exhibit B   Cisco Systems, Inc.                 FCA, San Jose, CA
America, Latin America, Asia,                                        San Jose, CA, U.S.A.
New Zealand, Japan, Australia***

EU Countries*                       Global Price List**  Exhibit B   Cisco Systems International B.V.    CIP, duty paid, named
destination                                                          Amsterdam, Netherlands

Norway, Switzerland                 Global Price List**  Exhibit B   Cisco Systems International BV      CIP, duty unpaid, named
destination                                                          Amsterdam, Netherlands


Other countries in Cisco's Europe,  Global Price List**  Exhibit B   Cisco Systems International BV      DDU, Border-Port of Entry
Middle East, and Africa theatre,                                     Amsterdam, Netherlands
Pakistan

Canada                              Canadian Price List  Exhibit B   Cisco Systems Company Ltd.          CIP, duty unpaid, named
destination                                                          Toronto, Canada                     in Canada
</TABLE>

*E/U Countries - Austria, Belgium, Denmark, Finland, France, Germany, Greece,
Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden, United
Kingdom
**Actual price will be based on currency, freight, and applicable duties, taxes
and fees.
***Please note: The discount for purchases to be shipped to and deployed in
Australia is ten percent (10%) less than Integrator's other applicable
discount.



                                    Page 26
<PAGE>   27



                                   EXHIBIT F

                           SHIPPING TERMS AND CHARGES

DEFINITIONS

DEFINITION OF GOLD AND PLATINUM SERVICES FOR CISCO PRODUCTS TRANSITING THE
EUROPEAN LOGISTICS CENTER (FOR DELIVERY IN EU, NORWAY, SWITZERLAND ONLY) OR
DIRECTLY FULFILLED FROM OUR EUROPEAN MANUFACTURING SITE (UK):

GOLD SERVICE is defined as shipment designed to achieve 1-3 business day
delivery from the European Logistics Center/ European Manufacturing Site to the
customer delivery site. Variation in business delivery days is possible
depending on country of destination or geographical location within the country
or other factors.

PLATINUM SERVICE is defined as shipment ordered for next day delivery Monday
through Friday for EU countries only from the European Logistics Center/
European Manufacturing Site to the customer delivery site. Norway and
Switzerland Platinum Service is defined as shipment for next day delivery
Monday through Friday assuming import arrangements are made in advance.

DEFINITION OF CONSOLIDATION AND DIRECT SERVICES FOR CISCO PRODUCTS TRANSITING
THE CROSS DOCK / MERGE CENTER OR DIRECTLY FULFILLED FROM THE EUROPEAN
MANUFACTURING SITE (USA/UK):

CONSOLIDATION SERVICE is defined as shipment via the next available freight
forwarder airfreight consolidation to the destination country.

DIRECT SERVICE is defined as shipment via the next available air freight
carrier to the destination country.

DEFINITION OF PIKPAK:
Within the ELC Cisco intends to hold a limited Build to Stock inventory, which
is available to order for those partners within the EU, Norway or Switzerland
and who are using Cisco's ELC delivery logistics services program. PikPak
requests must be stated on the order, but will be fulfilled subject to
availability. The PikPak uplift charge described below applies where the order
has specified PikPak and the fulfillment was through the PikPak stock, even if
the Product originated in the European Manufacturing facility.

DEFINITION OF MERGE IN TRANSIT:
MERGE IN TRANSIT (MiT) is a customer driven logistics program that will provide
Cisco's customers in the EMEA with a way to receive shipments from a single
purchase order on the same day, in the same delivery, regardless of the number
of factories involved in building the order. The MiT uplift charge described
below applies where the order has specified Merge in Transit.

FREIGHT UPLIFT CHARGE:

THE FOLLOWING DESTINATION COUNTRIES WILL TRANSIT THE EUROPEAN LOGISTICS CENTER
(ELC) IN THE NETHERLANDS FOR DELIVERY OF PRODUCT OR BE FULFILLED DIRECTLY FROM
THE EMEA MANUFACTURING SITE:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                             Terms of Delivery
                                                             -----------------
<S>                 <C>                <C>                   <C>
Austria             Belgium            Denmark               CIP, Duty Paid**/Duty Unpaid
                                                             ----------------------------
Finland             France             Germany               1.0% + duty Gold Service Level
Greece              Ireland            Italy                 1.3% + duty Gold Service Level + MiT
Luxembourg          Netherlands        Portugal              1.5% + duty Platinum Service Level
Spain               Sweden             United Kingdom        1.8% + duty Platinum Service Level + MiT
-----------------------------------------------------------------------------------------------------
</TABLE>


Duty paid or Duty unpaid election, which must be on purchase order, applies to
EU countries ONLY. Shipments outside EU are available only as duty unpaid.
**= plus duty rates applicable according to the Brussels Nomenclature and other
European Union regulation, if duty paid option is selected. Please note that
all products shipped from our European Manufacturing site (UK) will be in EU
(duty) free circulation (i.e. duty, if any, is paid for by Cisco), even if they
are merged in transit, and the duty rate will only apply to the portion
originating outside the EU.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                          Terms of Delivery - CIP, Duty Unpaid
                                                          ------------------------------------
<S>                        <C>                            <C>
Norway                     Switzerland                    1.0% Gold Service Level
                                                          1.3% Gold Service Level + Mit
                                                          1.5%  Platinum Service Level
                                                          1.8% Platinum Service Level + Mit
----------------------------------------------------------------------------------------------
</TABLE>



                                    Page 27
<PAGE>   28



For all other destinations in the EMEA, products will ship via our Cross-dock /
Merge center in Amsterdam to the customer. Delivery Terms for these countries
are DDU (INCOTERMS 1990) (Border-Port of Entry) and subject to the uplift
charge as indicated below.

CONSOLIDATED                        2.1%
CONSOLIDATED + MIT                  2.4%
DIRECT                              3.4%
DIRECT + MIT                        3.7%

THESE CHARGES ARE SUBJECT TO CHANGE UPON ANNOUNCEMENT BY CISCO, INCLUDING BY
ELECTRONIC POSTING.

ELC Terms as of November 9, 1998



                                    Page 28
<PAGE>   29


                                   EXHIBIT G
                     NETWORKED COMMERCE ENROLLMENT ADDENDUM

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

                              TERMS AND CONDITIONS

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.

8.       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.

9.       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.

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



                                    Page 29
<PAGE>   30



                                  ATTACHMENT 1

                 NETWORKED COMMERCE AGENTS ENROLLMENT ADDENDUM
                        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>


  <S>                           <C>                                   <C>
  NAME (FIRST & LAST)           JOB TITLE                             USER ID
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
Special Instructions/Restrictions:






-------------------------------------------------------------------------------



                                    Page 30
<PAGE>   31



                                   EXHIBIT H
                             INTEGRATOR AFFILIATES



Name:                         Country:                         Primary Contact:
-------------------------------------------------------------------------------





                                    Page 31
<PAGE>   32



                                   EXHIBIT S

                           SOFTWARE LICENSE AGREEMENT

PART (i)

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT 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 AGREEMENT. IF YOU DO NOT
AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE
THE SOFTWARE. YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND. 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. THE RIGHT TO RETURN AND REFUND
EXTENDS ONLY TO 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 process.

SINGLE USER LICENSE. Subject to the terms and conditions of this Agreement,
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 solely as embedded in
Cisco equipment, on a single hardware chassis, or on a single central
processing unit, as applicable, owned or leased by Customer.

Customer may make and use in accordance with the foregoing up to the number of
copies of the Software specified on the master copy of such Software provided
by Cisco, or for which Customer has received a product authorization key
("PAK"), provided Customer has paid Cisco the required license fee for such
master copy or PAK.

MULTI-USER LICENSE. If Customer has purchased a multi-user license from Cisco,
then, subject to the terms and conditions of this Agreement, Cisco and its
suppliers grant to Customer a nonexclusive and nontransferable license to use
the Software, in object code form only, in ONLY ONE of the following manners:

installed in a single location on a hard disk or other storage device of up to
the number of Customer's computers or simultaneous users authorized under such
license and for which Customer has paid Cisco the required license fee
("Permitted Number of Computers" or "Permitted Number of Users", as
applicable); or

provided the Software is configured for network use, installed on a single file
server for use on a single local area network for either (but not both) of the
following purposes: (a) permanent installation onto a hard disk or other
storage device of up to the Permitted Number of Computers or Permitted Number
of Users, as applicable; or (b) use of the Software over such network, provided
the number of computers or users connected to the server does not exceed the
Permitted Number of Computers or Permitted Number of Users, as applicable.

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.

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

(i)    transfer or sublicense its license rights to any other person, or use
the Software on unauthorized or secondhand Cisco equipment;

(ii)   make error corrections to or otherwise modify or adapt the Software nor
create derivative works based upon the Software, or to permit third parties to
do the same; or

(iii)  copy, in whole or in part, decompile, decrypt, reverse engineer,
disassemble or otherwise reduce the Software to human-readable form.

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.



                                    Page 32
<PAGE>   33



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; (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.

RESTRICTED RIGHTS. Cisco's commercial software and commercial computer software
documentation is provided to United States Government agencies in accordance
with the terms of this Agreement, and per subparagraph "(c)" of the "Commercial
Computer Software - Restricted Rights" clause at FAR 52.227-19 (June 1987). For
DOD agencies, the restrictions set forth in the "Technical Data-Commercial
Items" clause at DFARS 252.227-7015 (Nov 1995) shall also apply.

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

PART (ii)

LIMITED WARRANTY. If Customer obtained the Software directly from Cisco, then
Cisco warrants that for a period of ninety (90) days from the date of shipment
from Cisco: (i) the media on which the Software is furnished will be free of
defects in materials and workmanship under normal use; and (ii) the Software
will substantially conform to its published specifications. This limited
warranty extends only to Customer as 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 Cisco or its designee. Except as expressly granted in this Agreement, the
Software is provided AS IS. Cisco does not warrant that the Software is error
free or that Customer will be able to operate the Software without problems or
interruptions.

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

If Customer obtained the Software from a Cisco distributor, the terms of any
warranty shall be as provided by such distributor, and Cisco provides Customer
no warranty with respect to such Software. DISCLAIMER. 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, USAGE, OR TRADE
PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

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 THE SOFTWARE EVEN IF CISCO OR ITS SUPPLIERS HAVE
BEEN ADVISED OF THE



                                    Page 33
<PAGE>   34



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.

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, is 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.

GENERAL. This Agreement shall be governed by and construed in accordance with
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 conflict
of law. If any portion hereof is found to be void or unenforceable, the
remaining provisions of this Agreement shall remain in full force and effect.
This Agreement constitutes the entire agreement between the parties with
respect to the use of the Software.



                                    Page 34