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                                                                   Exhibit 10.4

                               CISCO SYSTEMS, INC.
                           SERVICE PROVIDER AGREEMENT

This Service Provider 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 Cogent
Communications, Inc. ("Service Provider"), a Delaware corporation having its
principal place of business at 1015 31st Street NW, Washington, DC 20007, 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.       Service Provider Agreement Terms and Conditions
2.       EXHIBIT A:            Service Provider Territory
3.       EXHIBIT B:            Discount Schedule
4.       EXHIBIT C:            Support
5.       EXHIBIT S:            Software License Agreement
6.       EXHIBIT T:            Initial Order
7.       EXHIBIT U:            Terms and Conditions for the Cerent 454 Product

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 Service Provider but before the
Effective Date, shall upon the Effective Date be deemed covered by the
provisions of this Agreement, except for any deviations in price.


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

COGENT COMMUNICATIONS, INC.                 CISCO SYSTEMS, INC. ("CISCO")
("SERVICE PROVIDER")

/s/ David Schaeffer                         /s/ Rick Timmins
--------------------------------------      ------------------------------------
Authorized Signature                        Authorized Signature

David Schaeffer                             Rick Timmins
--------------------------------------      ------------------------------------
Name                                        Name

March 2, 2000                               March 15, 2000
--------------------------------------      ------------------------------------
Date                                        Date


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                           SERVICE PROVIDER AGREEMENT
                              TERMS AND CONDITIONS


1.       DEFINITIONS.

         CISCO CONNECTION ONLINE ("CCO") is Cisco's suite of on-line services
         and information.

         DOCUMENTATION is the Cisco documentation, including information, data,
         designs and drawings, in written or electronic form or otherwise,
         including all documentation published by Cisco which sets forth
         Specifications or operations and maintenance procedures for the
         Products, made available to Service Provider under this Agreement.

         END USER is the entity to which Service Provider sells or leases
         Hardware and/or distributes Software for such entity's own internal use
         in conjunction with Service Provider's Network Services or to which
         Service Provider provides telecommunications services through use of
         the Products.

         HARDWARE is the tangible product and components supplied by Cisco
         hereunder and such other telecommunications equipment as Cisco may
         hereafter manufacture, or have manufactured, and make available to its
         customers.

         INITIAL ORDER is the first purchase order for Products to be delivered
         hereunder (including prices and delivery schedule) which Initial Order
         is set forth in Exhibit T hereto.

         NETWORK SERVICES are the services offered by Service Provider which may
         include the following: access to the Internet, data transmission
         services using Internet Protocol and other telecommunications services.

         PRICE LIST is Cisco's published global price list.

         PRODUCT is Hardware, Software and/or Documentation.

         PURCHASE ORDER is a written or electronic order from Service Provider
         to Cisco for Hardware, Software or services to be purchased, licensed
         or otherwise made available under this Agreement.

         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 Service Provider, and any copies, updates to,
         or upgrades thereof.

         SPECIFICATIONS are the published specifications and performance
         standards of the Products.

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

         Unless the context otherwise requires, the terms defined in this
         Article 1 shall have the meanings herein specified for all purposes of
         this Agreement, applicable to both the singular and plural forms of any
         of the terms defined herein. When a reference is made in this Agreement
         to a Section, such reference shall be to a Section of this Agreement
         unless otherwise indicated. The headings contained in this Agreement
         are for reference purposes only and shall not affect in any way the
         construction, meaning or interpretation of this Agreement. Whenever the
         words "include," "includes" or "including" are used in this Agreement,
         they shall be deemed to be followed by the words "without limitation."
         The use of any gender herein shall be deemed to include the neuter,
         masculine and feminine genders wherever necessary or appropriate.

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2.       SCOPE, PREFERRED SUPPLIER; VOLUME PURCHASE COMMITMENT AND CONDITIONS
         PRECEDENT.

2.1      SCOPE.

         2.1.1    Service Provider shall have the right to purchase or license,
                  and Cisco shall be obligated, as ordered by Service Provider,
                  during the term, to sell Hardware and/or license Software
                  subject to the terms and conditions of this Agreement and to
                  sell services subject to the Provisioned Network Services
                  Agreement to be negotiated between the parties pursuant to
                  Section 15.1.

2.2      SERVICE PROVIDER'S INTERNAL BUSINESS USE.

         2.2.1    Service Provider may purchase the Products listed in Cisco's
                  then-current Price List, less the applicable discounts
                  specified in Exhibit B of this Agreement, or if applicable, at
                  the price specified in Exhibit B of this Agreement, for its
                  internal business use in the Territory.

2.3      NETWORK SERVICES PROVISIONING AND COMMERCIAL RESALE.

         2.3.1    Cisco grants Service Provider a non-exclusive, nontransferable
                  right to purchase the Hardware and license the Software for
                  use in the Territory in creating and providing Network
                  Services to End Users. Service Provider may resell or lease
                  Hardware and distribute Software subject to Exhibit S to End
                  Users who purchase Network Services, provided that the
                  Products are used primarily in connection with access to
                  Network Services, provided further that Service Provider shall
                  indicate on its Purchase Order any Product units which are to
                  be resold or licensed as applicable to third parties and shall
                  report such sales or licenses as required in this Agreement.
                  Notwithstanding the above, the Service Provider may resell
                  used Hardware to a third party in the event that the Cisco
                  sponsored product trade-in and/or technology migration
                  programs do not provide an acceptable alternative for the
                  Service Provider in Service Provider's sole discretion. In
                  addition, Service Provider may transfer Software associated
                  with such Hardware subject to Service Provider's notice to
                  Cisco of such transfer; the agreement by the transferee that
                  it agrees to comply with the applicable license provisions;
                  and compliance with Cisco's then-current software license
                  transfer requirements.

         2.3.2    Service Provider certifies that it is acquiring the Products
                  for the purpose of providing Network Services and incidental
                  commercial resale, as set forth in this Agreement, and that
                  Service Provider intends, generally, to use the Products to
                  provide Network Services to End Users.

         2.3.3    Service Provider will not distribute the Products to third
                  parties, including resellers, other than for use in
                  conjunction with Network Services.

         2.3.4    Cisco does not accept any flowdown provisions, including
                  United States Government Federal Acquisition Regulations
                  ("FARs"), Defense FARs, or NASA FARs, notwithstanding
                  existence of such provisions on Service Provider's Purchase
                  Orders or supplementary documentation or Cisco's acceptance of
                  such Purchase Orders or documentation.

         2.3.5    United States Government General Services Administration
                  ("GSA"), California Multiple Award Schedule ("CMAS"), and
                  other schedule contracts: This Agreement shall not be
                  construed by Service Provider as a representation that Cisco
                  will furnish supplies needed by Service Provider to fulfill
                  any of Service Provider's GSA, CMAS, or similar contract
                  obligations under any schedule contract.

2.4      PREFERRED SUPPLIER; VOLUME COMMITMENTS

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         2.4.1    For the Term of this Agreement, Service Provider agrees that,
                  so long as Cisco is not in default under this Agreement, at
                  least 80% of Service Provider's long haul WDMA equipment, long
                  haul routers and in-building routers and at least 50% of its
                  metro WDMA equipment shall be Cisco Hardware; provided,
                  however, that notwithstanding such preferred supplier
                  arrangement, Service Provider may purchase from persons other
                  than Cisco any product (whether hardware or software) having a
                  material functionality or feature which is not available from
                  Cisco, unless Cisco can provide such functionality or feature
                  at a comparable price through another reasonable solution and
                  such purchases shall not be counted in the calculation of the
                  percentages set forth in this Section 2.4.1.

         2.4.2    Except as provided in Section 2.4.3, contemporaneously with
                  the execution of this Agreement, a binding Purchase Order
                  similar in form and substance to Exhibit T, Initial Order
                  shall be issued by the Service Provider. Service Provider is
                  committed to acquiring the Products set out in the Initial
                  Order. Including the Initial Order, Service Provider shall
                  issue Purchase Orders for at least the following amounts of
                  Products: Year 1 following the Effective Date [*];
                  Year 2 following the Effective Date [*]; Year 3
                  following the Effective Date [*]; and, Year 4
                  following the Effective Date [*]. In the event Service
                  Provider does not issue Purchase Orders in sufficient amounts
                  to equal the commitments set forth above, Service Provider
                  shall, within ninety (90) days following the date at which the
                  commitment has not been met, issue a Purchase Order equal to
                  the shortfall. In the event Service Provider does not issue
                  Purchase Orders in sufficient amounts within that ninety (90)
                  day time period, Cisco shall issue an invoice to Service
                  Provider equal to the difference between the commitment amount
                  and the net dollar value of the Products purchased in the
                  applicable year plus ninety (90) days. If Service Provider
                  exceeds its minimum commitment in any year, Service Provider's
                  commitment in the subsequent year(s) shall be reduced by an
                  amount equivalent to the excess.

         2.4.3    If Cisco Systems Capital Corporation is in breach of its
                  obligations under the loan agreement, as contemplated in
                  Section 2.5.1, Service Provider shall not be obligated to
                  purchase the amounts of Products set forth in Section 2.4.2.

2.5      CONDITIONS PRECEDENT.

         2.5.1    The parties hereto acknowledge that this Agreement and Service
                  Provider's obligations hereunder are conditional upon Service
                  Provider entering into an agreement for financing of the
                  purchase price for Products, training and services purchased
                  hereunder in accordance with a loan agreement with Cisco
                  Systems Capital Corporation. Notwithstanding anything to the
                  contrary contained in this Agreement, if for any reason
                  whatsoever, a loan agreement is not entered into on or before
                  March 15, 2000, Service Provider shall have the option to
                  terminate this Agreement in whole, in which event this
                  Agreement shall be null and void and neither party shall have
                  any rights or obligations under the terms hereof.

3.       MULTINATIONAL DEPLOYMENT POLICY.

3.1      Unless mutually agreed in writing by the parties, Service Provider
         shall procure equipment for deployment outside of the United States
         only in accordance with Cisco's then-current multinational deployment
         policies and procedures.

4.       PRICES.

4.1      The prices for Products being purchased as part of the Initial Order
         are set forth in Exhibit T. Prices for Products purchase other than as
         a part of the Initial Order shall be those specified in Cisco's
         then-current Price List less the applicable discounts specified in
         Exhibit B of this Agreement. All prices are F.O.B. (for international
         shipments, FCA per INCOTERMS 2000) Cisco's San Jose site. Except for
         the prices

[*] Indicates confidential treatment requested.



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         specifically set forth in Exhibit B and Exhibit T, which prices shall
         be effective for the term of the Agreement, 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 changes, 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 Service Provider without
         regard to the price change, provided however, price decreases will be
         effective for all Purchase Orders accepted by Cisco after the date of
         issuance or announcement of revised prices.

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

4.3      All stated prices are exclusive of any taxes, fees and duties or other
         amounts, however designated, and including value added and withholding
         taxes which are levied or based upon such charges, or upon this
         Agreement. Any taxes related to Products purchased or licensed pursuant
         to this Agreement shall be paid by Service Provider or Service Provider
         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      Service Provider shall purchase Products by issuing a written or
         electronic Purchase Order signed (or sent in the case of an electronic
         Purchase 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. 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
         Purchase Orders on behalf of Cisco. Cisco shall use commercially
         reasonable efforts to provide information regarding acceptance or
         rejection of such Purchase Orders within ten (10) days from receipt
         thereof or within three (3) business days where orders are placed under
         CCO. Cisco shall not withhold acceptance of any order which meets
         Cisco's then-current lead times, is a valid configuration of the
         Products and which is otherwise consistent with the terms and
         conditions of this Agreement.

5.2      Service Provider 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 before the
         originally scheduled shipping date. Canceled orders, rescheduled
         deliveries or Product configuration changes made by Service Provider
         within ten (10) days of the original shipping date will be subject to
         (a) acceptance by Cisco, and (b) a charge of eight percent (8%) 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. For any Purchase Orders, excluding the Initial
         Order, Service Provider may cancel such Purchase Order, without payment
         of a cancellation charge, in the event Cisco has not shipped the
         Products listed on such Purchase Order within ninety (90) days
         following the original scheduled shipping date.

5.3      During the term of this Agreement, Cisco may make the Products that are
         to be supplied outside the United States available for order in and
         delivery from an alternate central location and/or a Cisco affiliate,
         if it chooses. In the event that Cisco does so, Service Provider will
         order the Products according to the procedures set forth at the time
         such delivery becomes available, which procedures shall be
         substantially similar to the procedures set forth herein to the extent
         reasonably possible. At such time, orders in



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         conformance with Cisco's policies will be shipped according to the
         availability and expedited leadtimes 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.

6.       SHIPPING AND DELIVERY.

6.1      Shipping dates will be established by Cisco upon acceptance of Purchase
         Orders from Service Provider. Shipping dates will be assigned as close
         as practicable to the Service Provider's requested date, but shall be
         no later than Cisco's then current lead times for the Products. Cisco
         shall use commercially reasonable efforts to notify Service Provider,
         including by electronic posting on CCO, of the actual scheduled
         shipping date within ten (10) working days after receipt of the
         applicable Purchase Order. Unless given written instruction by Service
         Provider, Cisco shall select the carrier. Service Provider shall have
         the right to discuss with Cisco shipping costs, methods and
         arrangements with respect to the transportation costs if Service
         Provider in good faith believes there is a more economical method to
         transport the Products (which method shall not have any impact upon
         delivery schedules) and the effect of which will be to reduce the costs
         to Service Provider. In the event that such more cost efficient means
         of shipping to the final destination are available with no negative
         impact on the delivery schedules, Cisco shall abide by Service
         Provider's suggestions as to such alternative means, and the cost to
         Service Provider shall be reduced accordingly.

6.2      Shipping terms are FOB Origin (FCA per INCOTERMS 2000 for international
         shipments) at Cisco's site, San Jose, California. Title and risk of
         loss shall pass from Cisco to Service Provider upon delivery to the
         common carrier or Service Provider's representative at the FOB point.
         Delivery shall be deemed made upon transfer of possession to the
         carrier. Service Provider shall be responsible for all freight,
         handling and insurance charges. 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 such
         delay.

6.3      For the Initial Order, all Products shall be shipped prior to August 1,
         2000. If Cisco fails to ship substantially all of the Products
         comprising the Initial Order within thirty (30) days after the
         scheduled shipment date of such Products, and such lateness was not
         caused by failure of Service Provider to provide required information
         or other actions or omissions of Service Provider, Cisco shall be
         liable, in lieu of any and all other damages or remedies owed to
         Service Provider, for liquidated damages in the form of a credit
         against future orders in the amount of [*] per week for each full
         week by which shipment is delayed up to a maximum of six (6) weeks.
         Such credit shall be Service Provider's sole remedy in case of delayed
         delivery. In the event of any delay in shipment of Products, Cisco
         agrees to include Service Provider in any prioritization program for
         deliveries as established in Cisco's discretion and shall treat Service
         Provider no less favorably than any other customer pursuant to such
         prioritization program guidelines.

7.       PAYMENT.

7.1      Payment terms shall be net thirty (30) days from shipping date. For the
         Initial Order only, if Service Provider pays such portion of the
         invoice as relates to Pirelli Hardware, as described in Exhibit B,
         within ten (10) days from shipping date, notwithstanding anything else
         in this Agreement, Cisco shall credit Service Provider's account by one
         half of one percent (1/2%) of the net invoice price for such Pirelli
         Hardware. If such payment is not received within ten (10) days solely
         because of a delinquency of Cisco Systems Capital Corporation,
         notwithstanding such lateness, Service Provider shall be entitled to
         receive the credit set forth in this Section. Such credits may be used
         against future purchases of Hardware All payments shall be made in U.S.
         currency. If at any time Service Provider is delinquent in the payment
         of any invoice, provided such delinquency is not caused by Cisco
         Systems Capital Corporation 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 Service Provider to prepay for
         further shipments. Any sum not paid by Service Provider when due shall
         bear interest until paid

[*] Indicates confidential treatment requested.


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         at a rate of 1.5% per month (18% per annum) or the maximum rate
         permitted by law, whichever is less. Service Provider grants Cisco a
         security interest in Products purchased under this Agreement to secure
         payment for those Products purchased. If requested by Cisco, Service
         Provider agrees to execute financing statements to perfect this
         security interest. Such security interest shall be immediately removed
         upon receipt of payment in full from Service Provider or any entity
         providing financing to Service Provider for Products shipped to
         Service Provider.

8.       SERVICE PROVIDER PRODUCT OBLIGATIONS.

8.1      At Service Provider's sole expense, Service Provider shall:

         8.1.1    have the appropriate Service Provider technical support
                  personnel participate in and successfully complete Cisco's
                  "Introduction To Cisco" training course per an initial
                  training plan which shall be mutually agreed to by the
                  parties;

         8.1.2    maintain trained support personnel as mutually agreed from
                  time to time based on Cisco's standard Service Provider
                  policy;

         8.1.3    keep Cisco informed as to any problems which involve Cisco
                  Products and technologies and require Cisco's support or
                  impact Service Provider's ability to deliver service or
                  solutions to the End Users, and to communicate such problems
                  promptly to Cisco;

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

         8.1.5    appoint an account/relationship manager whose primary
                  responsibility will be to work with the designated Cisco
                  account/relationship manager to manage the implementation of
                  the Agreement, act as the focal point for day-to-day account
                  issues and problem escalations, and participate in Cisco
                  partner-related activities.

9.       PROPRIETARY RIGHTS AND SOFTWARE LICENSING.

9.1      Subject to the terms and conditions of this Agreement, Cisco grants to
         Service Provider a non-exclusive, perpetual (subject to the terms of
         this Section 9.1) license (a) to use the Software for Service
         Provider's internal business use, and to create and provide Network
         Services to End Users in the Territory under the terms of Part (i) of
         Exhibit S, (b) during the term of this Agreement, to market and
         distribute the Software, solely as permitted in 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, except to the
         extent required to provide Network Services to End User, solely as
         provided in Part (i) of Exhibit S. Service Provider may not sublicense
         to any person or entity (including its affiliates) its rights to
         distribute the Software. This license is royalty-free for the Software
         received as part of the Initial Order. To the extent any subsequent
         Software shall be subject to a royalty, Cisco shall notify Service
         Provider of such (including the amount of such royalties) prior to
         accepting any Order from the Service Provider for such Software. This
         license is effective until terminated. Service Provider may terminate
         this license at any time by destroying all copies of Software,
         including any Documentation. This license will terminate (a)
         immediately, without notice from Cisco, if Service Provider fails to
         take steps to cure a material breach of any provision of this license
         within twenty (20) days of Service Provider having actual knowledge of
         such breach, or (b) immediately, following written notice thereof from
         Cisco of a material breach of this license, if Service Provider fails
         to take steps to remedy such breach within twenty (20) days of such
         notice, or (c) if such breach is not remedied within thirty (30) days
         of either Service Provider becoming aware of such breach or of notice
         from Cisco of such breach, whichever is earlier. Upon termination,
         Service Provider must destroy all copies of the Software.


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9.2      Service Provider shall provide a copy of the Software License Agreement
         (inclusive of Parts (i) and (ii)) (a copy of which is attached hereto
         as Exhibit S) to each End User of the Software prior to installation of
         the Software. Service Provider agrees to notify Cisco promptly of any
         known breach of the Software License Agreement by a third party,
         including a customer or End-User of Service Provider, and further
         agrees that it will, at Cisco's expense, assist Cisco to diligently
         pursue, an action against any third parties in breach of the license.

10.      LIMITED WARRANTY.

10.1     Hardware. Unless otherwise provided for elsewhere in this Agreement,
         Cisco warrants that for a period of ninety (90) days from the date of
         shipment from Cisco that the Hardware (and for a period of five (5)
         years from the date of shipment from Cisco that the Hardware identified
         as Pirelli Hardware in Exhibit B) will be free from defects in material
         and workmanship under normal use. This limited warranty extends only to
         Service Provider as original purchaser. Service Provider'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 Service Provider, if different
         than Cisco, freight and insurance prepaid. Cisco replacement parts used
         in Hardware repair may be new or equivalent to new. All articles must
         be returned in accordance with Cisco's then-current Return Material
         Authorization (RMA) procedure.

10.2     Software. Unless otherwise provided elsewhere in this Agreement, Cisco
         warrants that for a period of ninety (90) days 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 shall substantially conform in all material
         respects to its published Specifications; provided, however, that no
         revised Specifications with respect to any Software previously
         delivered to Service Provider which are published subsequent to such
         delivery shall reduce, diminish or otherwise adversely impact the
         original Specifications for such Software. Except for the foregoing,
         the Software is provided AS IS. This limited warranty extends only to
         Service Provider as the original licensee. Service Provider'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 or replacement of the Software, or, after all
         commercially reasonable steps to repair or replace have been taken,
         refund of the fees paid for the Software, if reported (or, upon
         request, returned) to the party supplying the Software to Service
         Provider, if different than Cisco. In no event does Cisco warrant that
         the Software is error free or that Service Provider will be able to
         operate the Software without problems or interruptions.

10.3     SERVICE PROVIDER SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER
         WRITTEN OR ORAL, ON CISCO'S BEHALF.

10.4     Cisco represents that Products which it has designated as "Year 2000
         Compliant" (or Status Description "Green") 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 Service Provider:

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

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

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


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

         10.4.5   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
                  Service Provider'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 Service Provider as depreciated
                  or amortized by an equal annual amount over the lifetime of
                  the Product, as established by Cisco, provided that Service
                  Provider 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. Service Provider
                  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."

10.5     Restrictions. This warranty does not apply if the Product (a) has been
         altered, except by Cisco, (b) has not been installed, operated,
         repaired, or maintained in accordance with instructions supplied by
         Cisco, (c) has been subjected to abnormal physical or electrical
         stress, misuse, negligence, or accident, or (d) is used in
         ultrahazardous activities.

10.6     DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS SECTION, ALL
         EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES
         INCLUDING ANY IMPLIED WARRANTIES OR CONDTIONS OF MERCHANTABILITY,
         FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST
         INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
         PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
         This disclaimer and exclusion shall apply even if the express warranty
         set forth above fails of its essential purpose.

11.      TRADEMARK USAGE.

11.1     Service Provider 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 Service Provider's duties hereunder only so long as this Agreement
         is in effect. Service Provider's use of such Marks shall be in
         accordance with Cisco's policies including trademark usage and
         advertising policies, and be subject to Cisco's approval. Service
         Provider agrees not to attach to any Products any trademarks, trade
         names, logos, or labels other than a label identifying the Service
         Provider, its location and its relationship to Cisco. Service Provider
         further agrees not to affix any Cisco Marks to products other than
         genuine Products.

11.2     Service Provider shall have no claim or right in the Marks, including
         trademarks, service marks, or trade names owned, used or claimed now or
         in the future by Cisco. Service Provider 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     "Confidential Information" to be disclosed by Service Provider under
         this Agreement is information regarding Service Provider's business,
         financial matters (including costs, profits and plans for future


                                       9
<Page>

         development, business plans, methods of operation and marketing
         concepts), network operations and technical plans and marketing and
         financial data. "Confidential Information" to be disclosed by Cisco
         under this Agreement is information regarding Cisco's hardware,
         software and service products, technical, financial and marketing data,
         and information posted on CCO. The party receiving the Confidential
         Information ("Receiving Party") may use the Confidential Information
         solely for the purpose of furtherance of the business relationship
         between the parties, as provided in this Agreement, and shall not
         disclose the Confidential Information to any third party, other than
         employees of the Receiving Party who have a need to have access to and
         knowledge of the Confidential Information, solely for the purpose
         authorized above. Each party shall take appropriate measures by
         instruction and agreement prior to disclosure to such employees to
         assure against unauthorized use or disclosure.

12.2     The Receiving Party shall have no obligation with respect to
         information which (i) was rightfully in possession of or known to the
         Receiving Party without any obligation of confidentiality prior to
         receiving it from the party disclosing the Confidential Information
         ("Disclosing Party"); (ii) is, or subsequently becomes, legally and
         publicly available without breach of this Agreement; (iii) is
         rightfully obtained by the Receiving Party from a source other than the
         Disclosing Party without any obligation of confidentiality; (iv) is
         developed by or for the Receiving Party without use of the Confidential
         Information and such independent development can be shown by
         documentary evidence; (v) is disclosed by the Receiving Party pursuant
         to a valid order issued by a court or government agency, provided that
         the Receiving Party provides prompt prior written notice to the
         Disclosing Party of such obligation and the Disclosing Party has an
         opportunity to seek a protective order or other appropriate remedy that
         will permit the Receiving Party to avoid such disclosure and in the
         event such protective order or other remedy is not obtained, the
         Receiving Party shall only disclose that portion of the Confidential
         Information as it is obligated to disclose pursuant to such order, and
         will use all reasonable efforts to obtain assurances that Confidential
         treatment will be accorded to Confidential Information so disclosed.

12.3     Upon written demand by the Disclosing Party or upon termination of the
         Agreement, the Receiving Party shall: (i) cease using the Confidential
         Information, (ii) return the Confidential Information and all copies,
         notes or extracts thereof to the Disclosing Party within seven (7) days
         of receipt of demand or termination, and (iii) upon request of the
         Disclosing Party, certify in writing that the Receiving Party has
         complied with the obligations set forth in this paragraph.
         Notwithstanding the foregoing, the Receiving Party may retain
         sufficient Confidential Information, material or manuals covering
         Products to fulfill remaining orders and to service and operate the
         installed base of customers as mutually agreed upon by Cisco and
         Service Provider.

12.4     The terms of confidentiality under this Agreement shall not be
         construed to limit either party's right to independently develop or
         acquire products without use of the other party's Confidential
         Information. The Disclosing Party acknowledges that the Receiving Party
         may currently or in the future be developing information internally, or
         receiving information from other parties, that is similar to the
         Confidential Information. Accordingly, nothing in this Agreement will
         be construed as a representation or agreement that the Receiving Party
         will not develop or have developed for it products, concepts, systems
         or techniques that are similar to or compete with the products,
         concepts, systems or techniques contemplated by or embodied in the
         Confidential Information provided that the Receiving Party does not
         violate any of its obligations under this Agreement in connection with
         such development. Further, either party shall be free to use for any
         purpose the residuals resulting from access to or work with such
         Confidential Information, provided that such party shall maintain the
         confidentiality of the Confidential Information as provided herein. The
         term "residuals" means information in non-tangible form, which may be
         retained by persons who have had access to the Confidential
         Information, including ideas, concepts, know-how or techniques
         contained therein, provided such Confidential Information is not
         expressly incorporated in a tangible form provided by the Disclosing
         Party. Neither party shall have any obligation to limit or restrict the
         assignment of such persons or to pay royalties for any work resulting
         from the use of residuals.



                                       10
<Page>

12.5     Each party shall retain all right, title and interest to such party's
         Confidential Information. No license under any trademark, patent or
         copyright, or application for same which are now or thereafter may be
         obtained by such party is either granted or implied by the conveying of
         Confidential Information. The Receiving Party shall not
         reverse-engineer, decompile, or disassemble any software disclosed to
         it and shall not remove, overprint or deface any notice of copyright,
         trademark, logo, legend, or other notices of ownership from any
         originals or copies of Confidential Information it obtains from the
         Disclosing Party. WITHOUT PREJUDICE TO THE EXPRESS WARRANTIES PROVIDED
         ELSEWHERE IN THIS AGREEMENT, CONFIDENTIAL INFORMATION IS PROVIDED "AS
         IS" WITH ALL FAULTS. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE
         FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None
         of the Confidential Information disclosed by the parties constitutes
         any representation, warranty, assurance, guarantee or inducement by
         either party to the other with respect to the infringement of
         trademarks, patents, copyrights; any right of privacy; or any rights of
         third persons.

12.6     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 INFRINGEMENT.

13.1     Cisco will have the obligation and right to defend any claim, suit or
         proceeding brought against Service Provider and to pay all litigation
         costs, reasonable attorneys' fees, settlement payments and any damages
         awarded in any final judgement arising from such claim, suit or
         proceeding so far as such claim, suit or proceeding is based on a claim
         that any Product supplied hereunder infringes a United States or Canada
         copyright or an existing United States or Canada patent or trademark or
         is manufactured by means of misappropriation of trade secrets. Cisco's
         obligation specified in this paragraph will be conditioned on Service
         Provider's notifying Cisco promptly in writing of the claim and giving
         Cisco full authority, information, and assistance for the defense and
         settlement of such suit, claim or proceeding and provided Cisco shall
         have sole control thereof. If such claim has occurred, or in Cisco's
         opinion is likely to occur, Service Provider agrees to permit Cisco, at
         its option and expense, either to: (a) procure for Service Provider 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 commercially reasonably available, immediately
         terminate Cisco's obligations (and Service Provider's rights) under
         this Agreement with regard to such Products, and, if Service Provider
         returns such Products to Cisco refund to Service Provider (i) if the
         claim arises during the first two (2) years following shipment, the
         price originally paid by Service Provider to Cisco for such Product; or
         (ii) if the claim arises during the subsequent three (3) years
         following such two (2) year period, the price originally paid by
         Service Provider as depreciated or amortized by an equal annual amount
         over such three (3) year period.

13.2     Notwithstanding the foregoing, Cisco has no liability for, and Service
         Provider 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, but only to the
         extent that the claims arise from such combination usage; (b)
         alteration or modification of any Product supplied hereunder without
         the consent of Cisco; (c) Cisco's compliance with Service Provider's
         design, specification or instructions; or (d) services offered by
         Service Provider or revenue received by Service Provider for its
         services.

13.3     Notwithstanding any other provisions hereof, Cisco shall not be liable
         for any claim based on Service Provider's use of the Products as
         shipped after Cisco has informed Service Provider 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 THE EXCLUSIVE
         REMEDY OF SERVICE PROVIDER, WITH RESPECT TO INFRINGEMENT OF PROPRIETARY





                                       11
<Page>

         RIGHTS. THE FOREGOING IS GIVEN TO SERVICE PROVIDER 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 four (4) years . Without prejudice to either
         party's right to terminate this Agreement as set forth below. Cisco may
         by written notice to Service Provider 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.

14.2     Cisco may, upon twenty (20) days written notice, terminate this
         Agreement in the event Service Provider enters into a binding agreement
         for acquisition or transfer of a controlling interest in Service
         Provider to a competitor of Cisco.

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

         14.3.1   Either party ceases to carry on business as a going concern,
                  either party becomes the object of the institution of
                  voluntary or involuntary proceedings (which involuntary
                  proceedings continue unstayed for a period of 60 days) in
                  bankruptcy or liquidation, or a receiver is appointed with
                  respect to a substantial part of its assets.

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


14.4     Notwithstanding the foregoing, this Agreement may be terminated
         immediately by Cisco in the event of Service Provider's breach of
         Section 9, Proprietary Rights and Software Licensing, or by the
         Disclosing Party in the event of the Receiving Party's breach of
         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 Service
         Provider 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 25.8, all rights and licenses of Service Provider hereunder
         shall terminate except that Service Provider 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     Service Provider 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
         Service Provider. Service Provider expressly waives and renounces any
         claim to compensation or indemnities for any termination of a business
         relationship


15.      SUPPORT.



                                       12
<Page>

15.1     Support shall be provided by Cisco as set forth in Exhibit C. The
         parties shall use commercially reasonable efforts to negotiate and
         execute within fifteen (15) days of the Effective Date a mutually
         acceptable amended Exhibit C. Until such amended Exhibit C is
         effective, the terms of Exhibit C set forth in this Agreement shall
         govern any support provided by Cisco. Service Provider shall provide
         support to End Users. Nothing in this Agreement shall be construed as
         prohibiting Cisco from providing support directly to any End User.

16.      AUDIT.

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

17.      REPORTING.

17.1     On a quarterly basis, Service Provider shall prepare and forward
         reports, including:

         17.1.1   a non-binding forecast for the subsequent four (4) month
                  period;

         17.1.2   a Point of Installation (POI) report by country/by product/by
                  quantity of Service Provider's monthly sales and deployments
                  including all requested End User and Product information;

         17.1.3   an Inventory report including all reasonably requested
                  information regarding Service Provider's ending inventory for
                  the previous month;

         17.1.4   in case of resale, the customer name and location for the
                  resale ("POS")

17.2     Additionally, Service Provider agrees to, within six (6) months of
         notification by Cisco of exact format and transmission medium, initiate
         enhanced electronic reporting of POI and Forecasting information. Such
         forecasting reporting will continue to be done on a monthly basis. POI
         reporting will be done on a quarterly basis.

17.3     Cisco shall have the right to verify the information in such reports
         and shall be provided with reasonable proof (shippers, invoices, etc.)
         confirming the information on request.

18.      EXPORT, RE-EXPORT, AND TRANSFER CONTROLS.

18.1     Service Provider 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.).
         Service Provider 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 Service Provider 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.

18.2     END-USE/USER: Service Provider hereby certifies that none of the
         Products and Technology supplied by Cisco to Service Provider hereunder
         will be exported, re-exported, or otherwise transferred by Service
         Provider:

                                       13
<Page>

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

         18.2.2   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)

         18.2.3   to, or made available by Service Provider 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)

         18.2.4   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.

18.3     Service Provider's obligation under this clause shall survive the
         expiration or termination of this Agreement.

18.4     Service Provider 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. Service Provider agrees to permit
         audits by Cisco or the U.S. Government as required under the
         regulations to ensure compliance with this Agreement.

19.      FORCE MAJEURE.

19.1     Except for the obligation to pay monies due and owing, if the
         performance of this Agreement, or of any obligation hereunder is
         prevented, restricted or interfered with by reason of fires, breakdown
         of plant, labor disputes, embargoes, government ordinances or
         requirements, civil or military authorities, acts of God or of the
         public enemy, acts or omissions of carriers, inability to obtain
         necessary materials or services from suppliers if no equipment sources
         for such supplies or services are readily available, or other causes
         beyond the reasonable control of the party whose performance is
         affected, then the party affected, upon giving prompt notice to the
         other party shall be excused from such performance on a reasonable
         basis to the extent of such prevention, restriction, or interference
         (and the other party shall likewise be excused from performance of its
         obligations on a reasonable basis to the extent such party's
         obligations relate to the performance so prevented, restricted or
         interfered with); provided that the party so affected shall use
         reasonable efforts to avoid or remove such causes of non-performance
         and both parties shall proceed to perform their obligations with
         dispatch whenever such causes are removed or cease. Notwithstanding
         anything to the contrary contained herein, the party not excused from
         performance under this Section shall have the right to terminate this
         Agreement if the other party is unable to resume performance of its
         obligations after a period of ninety (90) days from the date it first
         gave notice pursuant to this Section.

20.      PRODUCT CHANGES.


20.1     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 Service
         Provider and such altered Product shall be deemed fully conforming so
         long as such Product meets the applicable Specifications. Cisco shall
         employ commercially reasonable efforts to announce, including by email,
         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"). Service Provider may make a
         last-time purchase of such Products within the Announcement Period.



                                       14
<Page>

21.      COMPLIANCE WITH LAWS.

21.1     Cisco shall comply with all standards that Cisco has placarded on the
         Products and shall comply with all U.S. federal and state laws and
         regulations applicable to the manufacture and operation of the
         Products, not including non-mandatory standards body recommendations.
         Cisco shall not be responsible for noncompliance with laws arising out
         of combination, operation or use of the Products with Products not
         supplied by Cisco where use of the Products without such combination,
         operation or use would be in compliance with such laws. In the event of
         any third party claim against Service Provider relating to the
         foregoing, Cisco shall provide reasonable information and assistance in
         the resolution of the claim.

21.2     Except as set out in Section 21.1, Service Provider 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 or deployed (collectively,
         "Applicable Laws"). Service Provider will indemnify and hold harmless
         Cisco for any violation or alleged violation by Service Provider of any
         Applicable Laws. Service Provider shall use its reasonable commercial
         efforts to regularly inform Cisco of any material 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 certification of the
         Products from the proper authorities in the Territory and of which
         Service Provider has actual knowledge.


22.      INDEMNIFICATION; LIMITATION OF LIABILITY.

22.1     Each of Cisco and Service Provider (an "Indemnifying Party") shall
         defend, indemnify and hold the other (the "Indemnified Party") harmless
         from and against all claims, demands, causes of action, losses,
         liabilities, damages or expenses (including reasonable attorneys'
         fees), including those based on contract or tort, arising out of or in
         conjunction with a claim, suit or proceeding brought by a third party
         against the Indemnified Party for injury to persons (including death)
         or loss or damage to tangible property (not including lost or damaged
         data) resulting from the intentional or negligent acts or omissions, or
         strict liability, of the Indemnifying Party, its officers, agents,
         employees, or subcontractors in the performance of this Agreement. In
         the event that the Indemnified Party's or a third party's negligent or
         intentional acts or omissions contributed to cause the injury or damage
         for which a claim of indemnity is being asserted against the
         Indemnifying Party hereunder, the damages and expenses (including
         reasonable attorneys' fees) shall be allocated or reallocated, as the
         case may be, between the Indemnified Party, the Indemnifying Party and
         any other party bearing responsibility in such proportion as
         appropriately reflects the relative fault of such parties, or their
         subcontractors, or the officers, directors, employees, agents,
         successors and assigns of any of them, and the liability of the
         Indemnifying Party shall be proportionately reduced. The foregoing
         indemnification obligations are conditioned upon the Indemnified Party
         promptly notifying the Indemnifying Party in writing of the claim, suit
         or proceeding for which the Indemnifying Party is obligated under this
         Section, co-operating with, assisting and providing information to, the
         Indemnifying Party as reasonably required, and granting the
         Indemnifying Party the exclusive right to defend or settle such claim,
         suit or proceeding.

22.2     NOTWITHSTANDING ANYTHING ELSE HEREIN, AND EXCEPT FOR LIABILITY ARISING
         (I) UNDER SECTION 22.1; (II) OUT OF SERVICE PROVIDER'S BREACH OF
         CISCO'S PROPRIETARY RIGHTS; (III) CISCO'S LIABILITY TO PAY COSTS OF A
         DEFENSE OF A CLAIM OF INFRINGEMENT PURSUANT TO SECTION 13.1; (IV) COSTS
         TO BE INCURRED BY CISCO IN PROCURING RIGHTS FOR SERVICE PROVIDER'S
         CONTINUED USE OF THE PRODUCT, REPLACING OR MODIFYING THE PRODUCT, OR
         REFUNDING SERVICE PROVIDER, ALL PURSUANT TO SECTION 13.1; OR, (V)
         REGARDING ANY AND ALL AMOUNTS DUE FOR PRODUCTS AND SERVICES PURCHASED
         OR SOFTWARE USED OR TRANSFERRED WITH RESPECT TO THE PAYMENT OF WHICH NO
         BONA FIDE DISPUTE EXISTS, ALL LIABILITY OF



                                       15
<Page>

         EACH PARTY AND ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL
         BE LIMITED TO THE GREATER OF (I) THE MONEY PAID TO CISCO UNDER THIS
         AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR
         CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY; OR (II) FIFTY MILLION
         DOLLARS ($50,000,000). ALL LIABILITY UNDER THIS AGREEMENT IS
         CUMULATIVE AND NOT PER INCIDENT.

23.      CONSEQUENTIAL DAMAGES WAIVER.

23.1     IN NO EVENT SHALL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE,
         INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR INDIRECT,
         SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND REGARDLESS
         OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
         STRICT LIABILITY OR OTHERWISE, EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

24.      NOTICES.

24.1     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 cover sheet of this
         Agreement or such other address as may be designated by a party by
         giving written notice to the other party pursuant to this paragraph.

25.      GENERAL.

25.1     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.

25.2     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.

25.3     ASSIGNMENT. Neither party may assign its rights or obligations under
         this Agreement (other than the right to receive any amount due, which
         shall be freely assignable) except to a majority-owned parent or
         subsidiary company without the prior written consent of the other, such
         consent not to be unreasonably withheld or delayed, provided that
         either party may withhold consent to assignment to a third party which
         is a competitor of the non-assigning party, for any reason or no
         reason, and any such assignment shall not relieve the assigning entity
         of any obligation to pay monies which were owed prior to the date of
         the assignment. This Agreement shall bind and inure to the benefit of
         the successors and permitted assigns of the parties.

25.4     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.



                                       16
<Page>

25.5     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.

25.6     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.

25.7     URL. Service Provider 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). Service Provider acknowledges that Cisco may modify any URL
         address or terminate the availability of any information at any address
         without notice to Integrator.

25.8     SURVIVAL. Sections 10, 12, 13, 14, 16, 18, 19, 22, 23and 25, 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.





                                       17
<Page>




                                    EXHIBIT A

                           SERVICE PROVIDER TERRITORY

The Service Provider's Territory is:

United States
Canada















                                       18
<Page>




                                    EXHIBIT B

                                DISCOUNT SCHEDULE

The Service Provider's discount structure is divided into 2 categories. Category
A lists specific Products and the discounts associated with those specific
Products and Category B is the rest of the Products which appear on Cisco's
Global Price List.
=============================================================================
CATEGORY A

For the term of the Agreement, the Service Provider shall purchase Category A
Products at the prices or subject to the discounts set out in the following
tables:

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------
                                 CISCO (CERENT) PRODUCT DESCRIPTION                                    Discount %
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>
Core Router; GSR 12xxx family of products                                                                 [***]
--------------------------------------------------------------------------------------------------------------------
Metro Optics Cisco (Cerent) 15454 family of products:                                                     [***]
--------------------------------------------------------------------------------------------------------------------
     except the following products
--------------------------------------------------------------------------------------------------------------------
         - 15454-E-1000-2 (until 15454-E-1000-4 is generally available) (List price $8,910)               [***]
--------------------------------------------------------------------------------------------------------------------
         - 15454-E-1000-4  (List price $9,100)                                                            [***]
--------------------------------------------------------------------------------------------------------------------
Cisco 2948GL3                                                                                             [***]
--------------------------------------------------------------------------------------------------------------------
</Table>


<Table>
<Caption>

====================================================================================================================================
                                   CISCO (PIRELLI) PARTS LIST AND PRICING
====================================================================================================================================
                                       SITE (1 X 1) AND MODULE PRICING
====================================================================================================================================
                                                                            TERMINAL      TERMINAL     OPTICAL
  PIRELLI                                                                   STATION       STATION       LINE       REGEN      SPARE
PART/UNIT #                PRODUCT DESCRIPTION                   PRICE        BLUE          RED         SITE        SITE       KIT
====================================================================================================================================
<S>           <C>                                          <C>              <C>        <C>       <C>       <C>      <C>        <C>
SBAY001          Terminal/LEM Bay                              [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
SBAY003          OLA Bay                                       [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
BAT              Battery Management Unit                       [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
SCF              Subrack Common Function                       [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
IOC-W            WaveMux(TM)Input-Output Interface             [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
LSM-W            Line Service Modem                            [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
CMP.W            Control and Monitoring Processor              [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
Agent            TL1 Agent                                     [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
WaveLook(TM)     Local Craft Interface                         [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
EOI-W            Engineering Orderwire Interface               [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
R-OW             Third-Party Digital Orderwire Telephone       [******************************************************************]
                 Set
------------------------------------------------------------------------------------------------------------------------------------
16WD-R           16 ch Wavelength Demultiplexer - Red          [******************************************************************]
                 Band
------------------------------------------------------------------------------------------------------------------------------------
16WD-B           16 ch Wavelength Demultiplexer - Blue         [******************************************************************]
                 Band
------------------------------------------------------------------------------------------------------------------------------------
16WM-BF          16 Channels passive Multiplexer for           [******************************************************************]
                 Blue Band - Flat
------------------------------------------------------------------------------------------------------------------------------------
16WM-RF          16 Channels passive Multiplexer for Red       [******************************************************************]
                 Band - Flat
------------------------------------------------------------------------------------------------------------------------------------
OSR-MUX-BD       Optical Sub Rack - Multiplexer -              [******************************************************************]
                 Bi-Directional
------------------------------------------------------------------------------------------------------------------------------------
DCU-B            Dispersion Compensation Unit - Blue Band      [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
DCU-R            Dispersion Compensation Unit - Red Band       [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
PRE-B            Pre-Line Amplifier Blue Band                  [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
PRE-R            Pre-Line Amplifier Red Band                   [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
RXA-B            Amplifier for RX site - Blue Band             [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
OLA-B            Booster Amplifier for line sites - Blue       [******************************************************************]
                 Band
------------------------------------------------------------------------------------------------------------------------------------
RXA-R            Amplifier for RX site - Red Band              [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
OLA-R            Booster Amplifier for line sites - Red        [******************************************************************]
                 Band
------------------------------------------------------------------------------------------------------------------------------------
CTX-B            Band mux/demux - TX Blue band, RX Red         [******************************************************************]
                 band
------------------------------------------------------------------------------------------------------------------------------------
CTX-R            Band mux/demux - TX Red band, RX Blue         [******************************************************************]
                 band
------------------------------------------------------------------------------------------------------------------------------------
WCM-10G-M        Wavelength Converter Module at 10 Gbps        [******************************************************************]
RXT-10G-M        - withB1
                 Receive Transponder at 10 Gb[s - with B1      [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
LEM-10G-M        Line Extender Module at 10 Gbps - withB1      [******************************************************************]
------------------------------------------------------------------------------------------------------------------------------------
C06-W            Coverplate                                    [******************************************************************]
====================================================================================================================================
                                                          TOTAL PRICE    [********************************************************]
====================================================================================================================================
</Table>

* RXT-10G-M WILL BE PROVIDED AT [*] FOR THE REQUESTED ROUTE REQUIREMENTS.
FUTURE REQUIREMENTS WILL BE CHARGED [*] PER CARD.

[*] Indicates confidential treatment requested.


                                       19
<Page>



CATEGORY B

The discount schedule set forth below shall apply to all Products not specified
in Category A purchased from Cisco by Service Provider during the term of this
Agreement. Service Provider's discount is based on the following components:

1.   Base Discount;

2.   Service Provider's total annual volume of Products purchased from Cisco
     for use in the Territory based on Service Provider's net purchase price
     ("Volume Incentive"); and,

3.   Service Provider's agreed commitment to Cisco as Service Provider's
     Preferred Vendor Incentive.

<Table>
<S>                                                                      <C>
         Base Discount:                                                         [***]

         Volume Incentive:

                  Volume Achievement/Forecast (see matrix below)
                  [*] Forecast for initial year: [*]

         Preferred Vendor Incentive:

                  Core Routers (GSRs)                                            [***]
                  Core Optics (Pirelli)                                          [***]
                  Metro Optics (Cerent)                                          [***]

                  Extra Incentive Point for having
                  3 Preferred Vendor Incentives                                  [***]

         Total Service Provider's Discount for initial one year of term:         [***]
====================================================================================================
Additionally, Service Provider's discount for the following types of purchases shall be:

         INTERNAL USE NOT RELATED TO CUSTOMER SERVICE                            [***]
         NON-VALUE ADDED RESALE                                                  [***]
         CPE DEMONSTRATION/EVALUATION EQUIPMENT                                  [***]
</Table>

[*] Indicates confidential treatment requested.


                                       20
<Page>


VOLUME INCENTIVE MATRIX :
-----------------------


Discounts associated with achievement/forecast for the Territory are added to
the [*] base product discount to establish Service Provider's total volume
incentive discount.

==============================================================================

Volume is the total annual volume of Category B Products purchased from Cisco by
Service Provider at Service Provider's volume incentive discount net purchase
price. Additionally, depending on Cisco's then-current policies, additional
Service Provider Product purchases from Cisco may be included in this
aggregation.

Applicable to Cisco's Global List Price:

<Table>
-------------------------------------------------------------------------------------------------
<S>                                                                    <C>
                   $         0 -     999,999                                  [*]
                       999,999 -   1,999,999                                  [*]
                   $ 2,000,000 -   3,999,999                                  [*]
                   $ 4,000,000 -   7,999,999                                  [*]
                   $ 8,000,000 -  15,999,999                                  [*]
                   $16,000,000 -  31,999,999                                  [*]
                   $32,000,000 -  63,999,999                                  [*]
                   $64,000,000 - 127,999,999                                  [*]
                  $128,000,000 -                                              [*]
================================================================================================
</Table>


PREFERRED VENDOR INCENTIVE:
--------------------------

Subject to Section 2.4.1 of the Agreement, Service Provider Preferred Vendor
Incentive Categories means:

Core Routers :    [*]
Core Optics:      [*]
Metro Optics:     [*]

DEMONSTRATION/EVALUATION PRODUCT:
--------------------------------

To assist Service Provider in providing Cisco Product to End Users, Cisco agrees
to offer Service Provider a discount of [*] for a maximum
of [*] demonstration/evaluation units of CPE Equipment. Service
Provider shall use such units solely for demonstration/evaluation
(non-production) for End Users and not for resale. Configurations shall be
subject to mutual agreement.

[*] Indicates confidential treatment requested.




                                       21
<Page>


                                   EXHIBIT C

                      PROVISIONED NETWORK SUPPORT PROGRAM


1.0     DEFINITIONS
         a)       "Application Software" means non-resident/stand alone Software
                  products which include Cisco's network management Software,
                  security Software and internet appliance Software. Maintenance
                  for such Product is available on a per Product basis.

         b)       "CPE" means Products in the 7XX, 1XXX, 2XXX, 3XXX and 4XXX
                  families which are sold, licensed or rented to Service
                  Provider and installed at an End User's premises with Network
                  Services managed by Service Provider.

         c)       "Depot Time" means Central European Time for parts shipping
                  into Europe, Australia's Eastern Standard Time for parts
                  shipping into Australia, and Pacific Standard Time for parts
                  shipping into all other locations.

         d)       "Equipment Schedule" means the list of Product covered under
                  this Agreement.

         e)       "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)].

         f)       "Major Release" means a release of Cisco Software that
                  provides additional Software features and/or functions. Major
                  Releases are designated by Cisco as a change in the ones digit
                  of the Software version number [(x).x.x].

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

         h)       "RMA" means Return Material Authorization.

         i)       "Service" means all services provided by Cisco under this
                  Exhibit.

         j)       "Standard Business Hours" means 6:00 AM to 6:00 PM Monday
                  through Friday, excluding Cisco-observed holidays, in the U.S.
                  and Canada and outside the U.S. and Canada, means 8:00 AM to
                  5:00 PM Australia's Eastern Standard Time and Central European
                  Time, Monday through Friday, excluding local Cisco-observed
                  holidays.

         k)       "Update" means Maintenance Releases, Minor Releases and/or
                  Major Releases that contain the same configuration as
                  originally acquired.

2.0      SERVICE RESPONSIBILITIES OF THE PARTIES
         According to the support selected and in consideration of the
         applicable service fees paid by Service Provider, Cisco shall provide
         the support services as set forth in the base support program ("SP
         Base") and the support options described under Appendixes A-2 to A-7.
         Service Provider shall pay applicable fees for SP Base and any support
         options selected and shall comply with the respective support
         obligations identified thereunder.

3.0      SERVICES NOT COVERED UNDER THIS AGREEMENT
         a)       Any customization of, or labor to install, Software.

         b)       Support or replacement of Product that is altered, modified,
                  mishandled, destroyed or damaged by natural causes or damaged
                  due to a negligent or willful act or omission by Service
                  Provider or use by Service Provider other than as specified in
                  the applicable Cisco-supplied Documentation.

         c)       Any hardware upgrade required to run new or updated Software.

         d)       Import and/or customs duties, taxes and fees.

         e)       Electrical or site work external to the Products.



                                       22
<Page>

         f)       Services to resolve software or hardware problems resulting
                  from third party product or causes beyond Cisco's control, or
                  services for non-Cisco software installed on any Product.

         g)       Any non-IOS(TM)Software Updates including for Application
                  Software, unless stated otherwise. Services for non Cisco
                  Software installed on any Cisco Product.

         h)       Furnishing of supplies, accessories or the replacement of
                  expendable parts (e.g., cables, blower assemblies, power
                  cords, rack mounting kits).

         i)       Hardware repair and replacements.

         j)       Any expenses incurred to visit Service Provider's location,
                  except as required during escalation of problems by Cisco.

         k)       Additional Services are provided at the then-current time and
                  materials rates.

         l)       Major, minor, and maintenance releases of Microsoft(R)
                  software platforms. Customers should contact their
                  Microsoft(R) software vendor directly to obtain information on
                  acquiring releases and/or bug fixes related to Microsoft(R)
                  software platforms.

4.0      SERVICE FEES AND PAYMENT TERMS
         a)       Service Provider will pay the then-current service fees.
                  Periodic service fees applicable to renewals or new purchases
                  will be based on the total purchases calculated at the
                  commencement of each quarter. The service options for a
                  particular Product site may be revised upon Service Provider's
                  request and Cisco's acceptance.

         b)       Annual services are invoiced quarterly unless specified
                  otherwise. Notwithstanding Section 8, Payment, of the
                  Agreement, payment terms are net thirty (30) days from the
                  date of invoice. Any sum not paid when due shall bear interest
                  at the maximum rate permitted by law until paid. All fees are
                  exclusive of any taxes and duties which, if applicable, shall
                  be paid by Service Provider unless Service Provider has
                  provided an exemption certificate. Cisco may, at its
                  discretion, revise the service fees upon ninety (90) days
                  notice.

         c)       Where required, Service Provider will provide (i) a purchase
                  order for the services defined herein no later than fifteen
                  (15) days from Cisco's request and (ii) a blanket purchase
                  order for the purpose of billing non-returned Products, if
                  any.

         d)       CPE. In the event the Exhibit is terminated, other than for
                  Service Provider breach, prior to completion of the CPE
                  support term, Service Provider shall be entitled to a refund
                  of a portion of the CPE fees previously paid for which
                  services were not performed by Cisco as a result of such
                  termination.

5.0      SOFTWARE LICENSE
         Service Provider acknowledges that it may receive Software as a result
         of Services provided under this Exhibit. Service Provider will be
         licensed to use such Software as set forth under Section 10 of the
         Agreement.

6.0      ENTITLEMENT
         Service Provider acknowledges that it is only entitled to receive
         Services on Product for which it has paid a separate support fee. Cisco
         reserves the right, upon reasonable advance notice, to perform an audit
         of Service Provider's Products and records to validate such entitlement
         and to charge for support if Cisco determines that unauthorized support
         is being provided , as well as interest penalties at the highest rate
         permitted by law, and applicable fees including, without limitation,
         attorneys' fees and audit fees

7.0      LIMITATION OF LIABILITY
         NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO, AND/OR
         SUPPLIERS UNDER THIS EXHIBIT SHALL BE LIMITED TO MONEY PAID BY SERVICE
         PROVIDER TO CISCO FOR THE SERVICES PROVIDED UNDER THIS EXHIBIT DURING
         THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING
         RISE TO SUCH LIABILITY. THIS LIABILITY LIMIT IS CUMULATIVE AND NOT PER
         INCIDENT.

                                       23
<Page>


                                   APPENDIX A
                                SP BASE SUPPORT



1.0      SERVICE RESPONSIBILITIES OF CISCO
         In consideration for the service fee, Cisco shall provide the following
services:

         a)       SP BASE SUPPORT.  SP base support is available for all
                  Product, and includes:
                  i)   CCO ACCESS. Cisco will provide registered user access to
                       CCO.

                  ii)  TECHNICAL SUPPORT.
                       (1)  Assisting the Service Provider by telephone,
                            facsimile, or electronic mail (for information
                            related to Product use, configuration and
                            troubleshooting).
                       (2)  Providing 24 hours per day, 7 days per week access
                            to Cisco's Service Provider Technical Assistance
                            Center (TAC). Cisco will respond to the Service
                            Provider within thirty (30) minutes for Priority 1
                            and Priority 2 calls and within one (1) hour for
                            Priority 3 and Priority 4 calls received during
                            Standard Business Hours. For Priority 1 and 2 calls
                            received outside Standard Business Hours, Cisco will
                            respond within one (1) hour and for Priority 3 and
                            4 calls received outside Standard Business Hours,
                            Cisco will respond no later than the next business
                            day.
                       (3)  Generating work-around solutions to reported
                            Software problems or implement a patch to the
                            Software using reasonable commercial efforts. For a
                            Software patch, Cisco will provide a Maintenance
                            Release to the Service Provider for the Product
                            experiencing the problem or provide a Software
                            image, as Service Provider and Cisco agree.
                       (4)  Managing the Problem Prioritization and Escalation
                            Guideline described in Appendix B.

                 iii)  Software Support.
                       (1)  Providing Updates, if available, via CCO and/or upon
                            request.
                       (2)  Providing supporting documentation, if available,
                            via CCO, and upon request, one (1) paper copy of
                            supporting documentation for each Update provided
                            hereunder. Additional copies of supporting
                            documentation may be purchased.
                       (3)  Cisco, in meeting any support obligations, may
                            require Service Provider to upgrade to a supported
                            release.

2.0      SERVICE RESPONSIBILITIES OF SERVICE PROVIDER
         Service Provider will meet the obligations below and in any applicable
         appendices.
         a)       Service provider will request Product to be covered by
                  submitting a Equipment Schedule as described in Appendix C.

         b)       Service Provider will provide a priority level as described in
                  Appendix B for all calls placed with Cisco, and shalll provide
                  reasonable electronic access to Service Provider's network
                  through the Internet or via modem for remote problem
                  diagnosis.

         c)       Service Provider agrees to use the latest Software Update if
                  required to correct a reported Software problem.

         d)       Returns Coordination. Service Provider will comply with the
                  following procedure for all failed Hardware returned by
                  Service Provider:

                  i)   Coordinate the return of all failed Product, freight
                       and insurance prepaid by Service Provider, to the Cisco
                       designated repair center.

                 ii)   Service Provider shall comply with Cisco's RMA procedure:

                       (1)  Service Provider will ensure all Products are
                            properly packaged prior to being shipped, and will
                            include a description of the failure and written
                            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.
                       (2)  Service Provider shall tag each Product returned
                            with the RMA transaction number and a brief
                            description of the problem.
                       (3)  Cisco will not accept any Product returned which is
                            not accompanied by an RMA number.



                                       24
<Page>

         e)       Service Provider shall test all repaired or replacement
                  Product received to determine if any damage occurred in
                  transit. Product failures and/or misshipments must be reported
                  to Cisco within ten (10) business days of receipt.




                                       25
<Page>

                                  APPENDIX A-2
                     SERVICE OPTIONS - HARDWARE REPLACEMENT

1.0      ADDITIONAL DEFINITIONS
         a)       "Advance Replacement" means a process to ship replacement
                  Product components in advance of receipt of failed/defective
                  Product components.

         b)       "Four-Hour Response" means the four (4) hour time period
                  commencing upon Cisco's determination that replacement part is
                  required and ending when replacement part is delivered
                  on-site.

2.0      ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS APPENDIX
         HARDWARE REPLACEMENT SERVICE. In addition to SP Base Support, Cisco
         shall provide the following Hardware Replacement options. Where
         available, and as selected by Service Provider, Cisco will provide the
         following Hardware support services. Replacement Hardware will be
         either new or equivalent to new at Cisco's discretion.

         a)       Hardware Return for Replacement. Cisco will provide Return for
                  Replacement service whereby Service Provider returns failed
                  Hardware to Cisco for replacement. Cisco will use commercially
                  reasonable efforts to replace Hardware within ten (10)
                  business days after receipt from Service Provider.

         b)       Advance Replacement Service. Except for Next Business Day
                  ("NBD") or Same Day Shipment ("SDS") service, availability of
                  these services is restricted to within one hundred (100) miles
                  of a parts depot. These services are available for CPE Product
                  at additional cost. Hardware will be shipped using Cisco's
                  preferred carrier, freight prepaid by Cisco, excluding import
                  duties, taxes and fees.

                  (i)  NBD/SDS ADVANCE REPLACEMENT is shipped the same
                       business day provided the request for shipment is
                       made prior to 3:00 PM, Depot Time, excluding Cisco
                       holidays. For requests after 3:00 PM Depot Time, the
                       Advance Replacement will be shipped the following
                       business day. Where available (within the United
                       States, Canada, European Community, Norway,
                       Switzerland, and Australia), Cisco will ship the
                       Hardware for delivery on the next business day. In
                       all other locations, Hardware arrival times are
                       subject to destination country importation and
                       customs processes.

                            Hardware will be shipped using Cisco's
                       preferred carrier, freight prepaid by Cisco, excluding
                       import duties, taxes and fees.

                 (ii)  8X5X4 ADVANCE REPLACEMENT service provides Hardware
                       delivered on-site from 9:00 a.m. to 5:00 p.m., Depot
                       Time, Monday through Friday (excluding Cisco-observed
                       holidays).

                                 Cisco will use commercially reasonable
                       efforts to provide Four-Hour Response the same
                       business day if failed Hardware is reported to the
                       TAC before 1:00 p.m., Depot Time. For calls placed
                       after 1:00 p.m., Cisco will deliver the Hardware part
                       the next business day.

                 (iii) 24X7X4 ADVANCE REPLACEMENT service provides Hardware
                       delivered on-site twenty-four (24) hours per day, seven
                       (7) days per week, including Cisco-observed holidays.

                                 Cisco will use commercially reasonable
                        efforts to provide Four-Hour Response for on-site
                        delivery of the replacement part.

                        Hardware will be shipped using Cisco's preferred
                        carrier, freight prepaid by Cisco, excluding import
                        duties, taxes and fees.

                  3.0 ADDITIONAL SERVICE RESPONSIBILITIES OF SERVICE PROVIDER
        UNDER THIS APPENDIX
        a)        Service Provider will provide sixty (60) days Notice to Cisco
                  of any requested addition(s) to the Equipment Schedule.

        b)        Service Provider will notify Cisco, of Product on the
                  Equipment Schedule which Service Provider has moved to a new
                  location. Service Provider agrees to make such notification
                  within thirty (30) days of Product relocation.










                                       26
<Page>

                                  APPENDIX A-3
                        SERVICE OPTIONS - ONSITE SUPPORT


1.0      ADDITIONAL DEFINITIONS
         a)       "Four-Hour Response" means the four (4) hour time period
                  commencing upon Cisco's determination that replacement part is
                  required and ending when replacement part is delivered and/or
                  service personnel arrives on-site.

         b)       "Remedial Hardware Maintenance" means diagnosis and
                  replacement of Hardware or Product components.

                  2.0  ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS
         APPENDIX ONSITE SUPPORT. In addition to SP Base Support, Cisco shall
         provide the following Onsite Remedial Hardware Maintenance options.
         Onsite support is available for all Product and is restricted to
         fifty (50) miles (in the U.S.) or seventy-five (75) kilometers
         (outside the U.S.) of an authorized service location.

         a)       All onsite support services include the following basic
                  services:
                  (i)  All parts, labor, and material required for Hardware
                       support,

                 (ii)  Escalation of Customer-defined critical problems,
                       according to the Cisco Problem Prioritization and
                       Escalation Guideline; and

                (iii)  Installation of all mandatory engineering modifications.

         b)       Level 1 onsite support provides, in addition to the basic
                  services:
                  (i)  On-site Hardware support from 9:00 AM to 5:00 PM local
                       time Monday through Friday excluding Cisco-observed
                       holidays; and

                 (ii)  Next-business-day service by 10:00 A.M. local time for
                       on-site Hardware support requests, provided the call was
                       placed before 3:00 P.M. Depot Time the prior day (second
                       business day for calls placed after 3:00 P.M. Pacific
                       Time).

          c)      Level 2 onsite support provides, in addition to the basic
                  services:
                  (i)  On-site Hardware support 9:00 AM to 5:00 PM local time
                       Monday through Friday excluding Cisco-observed holidays;
                       and

                  (ii) Four-hour Response for on-site Hardware support requests.

         d)       Level 3 onsite support provides, in addition to the basic
                  services:
                  (i)  On-site Hardware support twenty-four (24) hours per day,
                       seven (7) days per week, including Cisco-observed
                       holidays; and

                 (ii)  Four-hour Response for on-site Hardware support requests.

                 Hardware will be either new or equivalent to new at Cisco's
                 discretion.

                  3.0 ADDITIONAL SERVICE RESPONSIBILITIES OF SERVICE PROVIDER
         UNDER THIS APPENDIX
         a)       Service Provider will provide sixty (60) days Notice to
                  Cisco of any requested addition(s) to the Equipment List.

         b)       Service Provider agrees to be responsible for any import
                  and/or customs duties, taxes and fees.

         c)       Service Provider agrees to notify Cisco, using CCO, of Product
                  on the Equipment List, which Service Provider has moved to a
                  new location. Service Provider agrees to make such
                  notification within thirty (30) days of Product relocation.

         d)       Service Provider agrees to provide an appropriate work
                  environment and reasonable access, working space including
                  heat, light, ventilation, electric current and outlets, and
                  local telephone extension (or toll free domestic and
                  international access to Cisco) for the use of service
                  personnel in the Product's physical location.

         e)       Service Provider agrees to back up Software images and
                  configurations on a regularly scheduled basis



                                       27
<Page>

                  and to provide such images and configurations to on-site
                  personnel in connection with Remedial Hardware Maintenance
                  activities.

         f)       Service Provider agrees to provide TFTP capabilities or
                  internet access for the purpose of downloading Software images
                  by on-site personnel as necessary.



                                       28
<Page>

                                  APPENDIX A-4
                         SERVICE OPTIONS - CPE SUPPORT


                  1.0 ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS
         APPENDIX HARDWARE SUPPORT FOR CPE'S. In addition to SP Base Support,
         Cisco shall provide the following Hardware Replacement option for CPE.
         Replacement Hardware will be either new or equivalent to new at Cisco's
         discretion.
         a)       Service Provider may return failed hardware to Cisco for
                  replacement.

         b)       Cisco will use commercial reasonable efforts to replace the
                  hardware within ten (10) business days after receipt from the
                  Service Provider. This support service is included in the CPE
                  fee for three years. Additional hardware replacement options
                  are available at additional cost.

2.0      ADDITIONAL SERVICE RESPONSIBILITIES OF SERVICE PROVIDER UNDER THIS
         APPENDIX
         a)       Returns Coordination. Service Provider shall return all failed
                  Product within ten (10) days of the receipt of the replacement
                  Product; otherwise, the Advance Replacement Product will be
                  invoiced to Service Provider at the current Product list
                  price.

         b)       Service Provider will provide sixty (60) days Notice to Cisco
                  of any requested addition(s) to the Equipment Schedule.

         c)       Service Provider will notify Cisco, of Product on the
                  Equipment Schedule which Service Provider has moved to a new
                  location. Service Provider agrees to make such notification
                  within thirty (30) days of Product relocation.



                                       29
<Page>

                                  APPENDIX A-5
                 SERVICE OPTIONS - SOFTWARE APPLICATION SERVICE


1.0      ADDITIONAL DEFINITIONS
         1.1     "MAJOR RELEASE" means a release of Cisco Software that
                  provides additional Software features and/or functions. Major
                  Releases are designated by Cisco as a change in the ones digit
                  of the Software version number [(x).x.x] and/or [x.(x).x].

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

         1.3      "UPGRADE" means Major Release.

2.0      ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS APPENDIX
         SOFTWARE APPLICATION SERVICE. Where available and upon selection, Cisco
         will provide the following for Applications Software supported under
         this Appendix as follows:
         2.1      Software Application Support includes:

                  2.1.1  Assist the Service Provider by telephone, facsimile, or
                         electronic mail (for information related to Software
                         use, configuration and troubleshooting).

                  2.1.2  Provide 24 hours per day, 7 days per week access to
                         Cisco's Technical Assistance Center (TAC). Cisco will
                         respond to the Service Provider within one (1) hour for
                         all calls received during Standard Business Hours and
                         for 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.

                  2.1.3  Manage the Problem Prioritization and Escalation
                         Guideline described in Appendix B.

                  2.1.4  Generate work-around solutions to reported Software
                         problems using reasonable commercial efforts or
                         implement a patch to the Software. For a Software
                         patch, Cisco will provide a Minor Release to the
                         Service Provider for the Software experiencing the
                         problem; Service Provider shall download such Minor
                         Releases from CCO. Upon request, arrange shipment to
                         Service Provider via express transportation (freight
                         and insurance charges included). Requests for alternate
                         carriers will be at Service Provider's expense.

                  2.1.5  Support any release of Software for a period of
                         thirty-six (36) months from the date of first
                         commercial shipment of that release, meaning that for
                         that time period, errors in that release will be
                         corrected either by means of a patch or correction to
                         that release, or in a subsequent release.

                  2.1.6  Provide access to CCO. This system provides the Service
                         Provider with technical and general information on
                         Cisco Software and access to Cisco's on-line Software
                         library.

                  2.1.7  Provide, upon request, supporting documentation as
                         follows: (a) on CD-ROM; or (b) one paper copy for
                         each Minor Release for Software supported hereunder.
                         Additional copies of supporting documentation may be
                         purchased at Cisco's then-current list price.

2.2      SOFTWARE APPLICATION SUPPORT PLUS UPGRADES: In consideration of an
         additional fee paid by the Service Provider, the following additional
         Services shall be provided, and will include the Services as specified
         in Section 2.1 above.
         2.2.1    Provide Major Releases for Software supported under this
                  Appendix, as follows: (a) via download from CCO (as
                  available), and/or (b) shipment of Software media as specified
                  in Section 2.2.2 below.

         2.2.2    Arrange all Minor Release and Major Release shipments to
                  Service Provider via express transportation (freight and
                  insurance charges included). Requests for alternate carriers
                  will be at Service Provider's expense.

         2.2.3    Provide supporting documentation with each Minor Release and
                  Major Release as follows: (a) on CD-ROM; or (b) one paper
                  copy, which shall be included in each shipment to Service
                  Provider. Additional copies of supporting documentation may be
                  purchased at Cisco's then-current list price.


                                       30
<Page>


3.0      ADDITIONAL SERVICE RESPONSIBILITIES OF SERVICE PROVIDER UNDER THIS
         APPENDIX
         a)       Service Provider will provide current Major Release shipment
                  contact information (as necessary), as follows; contact name,
                  title, address, email address, or FAX number.



                                       31
<Page>


                                  APPENDIX A-6
               SERVICE OPTIONS - NETWORK SUPPORTED ACCOUNT (NSA)


THIS APPENDIX IS INTENDED TO SUPPLEMENT A CURRENT MAINTENANCE AGREEMENT (SP
BASE) FOR CISCO PRODUCTS AND IS ONLY AVAILABLE WHERE ALL PRODUCT(S) IN SERVICE
PROVIDER'S NETWORK IS SUPPORTED UNDER SUCH AGREEMENT WITH CISCO. IN THE EVENT
THERE IS A CONFLICT BETWEEN EXHIBIT C AND THIS APPENDIX, THE TERMS OF THIS
APPENDIX SHALL TAKES PRECEDENCE OVER THE TERMS AND CONDITIONS OF THIS EXHIBIT
WITH REGARDS TO THE SUBJECT MATTER DESCRIBED HEREIN.
1.0      ADDITIONAL DEFINITIONS
         a)       "Designated Engineer" means, a designated NSA engineer acting
                  as the primary with Service Provider for its internal network.

         b)       "Monitoring Tools" means Hardware or Software tools that
                  provide the Designated Engineer proactive troubleshooting
                  capabilities.

         c)       "Network Audits" means NSA reports based on network node
                  activity collected by Monitoring Tools.

         d)       "CCIE" means Cisco Certified Internetworking Expert.

         e)       "Level 1 Support" means having the necessary technical staff
                  with the appropriate skills to perform installations, remedial
                  hardware maintenance and basic hardware and software
                  configurations on Cisco products. Level 1 issues will be
                  escalated internally before requesting additional support from
                  Cisco.

         f)       "Level 2 Support" means having the necessary technical staff
                  with the appropriate skills to perform isolation, replication
                  and diagnosis of internetworking based problems on Cisco
                  equipment. Service Provider shall not report software bugs to
                  Cisco prior to attempting to identify the source of such bugs
                  and testing in Service Provider's network where appropriate.
                  If the Service Provider cannot duplicate the bug in Service
                  Provider's network, Service Provider and Cisco will cooperate
                  in attempting to replicate and resolve related software bugs
                  in either Service Provider's or Cisco's test facility as
                  mutually agreed. In all cases Service Provider will address
                  software bugs on a best effort basis to replicate same in
                  Service Provider's network and document activity to Cisco
                  before seeking further resolve with Cisco's participation

2.0      ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS APPENDIX
         NETWORK SUPPORTED ACCOUNT. A Network Supported Account ("NSA") engineer
         is available for support of multiprotocol networks.  Cisco will:
         a)       Designate an NSA Engineer ("Designated Engineer") to act as
                  the primary interface with Service Provider for its internal
                  network.

         b)       Schedule with Service Provider, as mutually agreed, quarterly
                  visits to Service Provider's site to review Service Provider's
                  network and operations. Cisco will also review with Service
                  Provider all procedures for placing support calls under this
                  Addendum. Additional visits will be upon mutual agreement at
                  Cisco's then-current travel and labor rates.

         c)       Periodically monitor Cisco's bug list and alert Service
                  Provider to relevant and severe known bugs that may impact
                  Service Provider using commercially reasonable efforts.

         d)       Review Service Provider's network design and configuration and
                  will provide a written summary of Service Provider's
                  information, change impact analysis and alternative
                  recommendations using commercially reasonable efforts.

         e)       Schedule regular conference calls to review network status,
                  planning and the support services being provided hereunder.

         f)       Make available, upon written request, a designated support
                  contact on a 24-hour 7-day a week standby basis to remotely
                  assist Service Provider in major network service changes



                                       32
<Page>

                  (e.g. major Hardware or Software upgrade(s), major site
                  installation(s)). Service Provider agrees to submit a detailed
                  request and schedule to Cisco prior to any such activity. Such
                  requests shall be limited to two (2) events with total standby
                  time not to exceed forty-eight (48) hours in any one month
                  period. In the event Service Provider requires additional
                  services, the parties agree to negotiate in good faith the
                  terms, conditions and prices for such additional Services.

         g)       Provide certain monitoring tools ("Monitoring Tools" means
                  hardware or software tools that provide the Designated
                  Engineer proactive troubleshooting capabilities) as Cisco
                  deems appropriate for network monitoring under this Appendix
                  during the term of the Services, provided that all payments to
                  Cisco under this Agreement have been paid. Monitoring Tools
                  may or may not include hardware or software. Service Provider
                  acknowledges that Cisco shall retain full right, title and
                  interest to the Monitoring Tools.

         h)       Provide annually the two (2) Network Audits selected by
                  Service Provider out of the currently available Network Audits
                  under the NSA Program.


                                       33
<Page>


3.0 ADDITIONAL SERVICE RESPONSIBILITIES OF SERVICE PROVIDER UNDER THIS APPENDIX
         a)       Designate at least two (2) but not more than six (6) senior
                  technical representatives, who must be Service Provider's
                  employees in a centralized Network Support Center ("NSC"), to
                  act as the primary technical interface to the Designated
                  Engineer. Service Provider will designate contacts senior
                  engineers with the authority to make any necessary changes to
                  the network configuration. Priority 1 and Priority 2 cases
                  opened with Cisco must be handled by these representatives.

         b)       Designate an individual ("Relationship Manager") to manage the
                  implementation of services under this Appendix (e.g., chair
                  the weekly conference calls, assist with prioritization of
                  projects and activities) and serve as focal point to the team.

         c)       Service Provider's NSC shall maintain centralized network
                  management for all networks supported under this Appendix.

         d)       Provide Level 1 Support and Level 2 Support.

         e)       Provide reasonable electronic access to Service Provider's
                  network to assist the team in providing support.

         f)       Service Provider agrees to maintain not less than two (2) CCIE
                  trained employees within four (4) months from the commencement
                  date of service as designated contacts.

         g)       Service Provider shall select two (2) of the currently
                  available Network Audits under the NSA program for network
                  analysis and reporting. Service Provider must ensure that
                  Monitoring Tools are permanently in place to obtain Network
                  Audits.

         h)       Provide Cisco with the information necessary to support
                  Service Provider's network as follows:

                     i) Provide a network topology map, configuration
                        information, and updates as required.

                    ii) Notify Designated Engineer of any major network changes
                        (e.g., topology, configuration, new IOS releases.).

         i)       Service Provider hereby indemnifies Cisco for any damage to or
                  loss or theft of Monitoring Tools while in Service Provider's
                  custody. Service Provider must immediately return Monitoring
                  Tool(s) to Cisco, as instructed by Cisco, upon the earlier of:
                  (i) expiration or termination of this Appendix; or (ii)
                  Cisco's request to Service Provider that the Monitoring
                  Tool(s) be returned to Cisco.

         j)       LIMITATIONS. SERVICE PROVIDER EXPRESSLY ACKNOWLEDGES AND
                  AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINATION AND
                  IMPLEMENTATION OF ITS NETWORK DESIGN REQUIREMENTS. IN NO EVENT
                  SHALL CISCO BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE
                  INFORMATION CONTAINED IN ANY DESIGN REPORT, NOR FOR INCIDENTAL
                  OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FURNISHING,
                  PERFORMANCE, OR USE OF SUCH INFORMATION.

4.0 LICENSE
         In the event that Cisco provides Software hereunder (whether on a
         Monitoring Tool or otherwise), Cisco grants to Service Provider a
         nonexclusive and nontransferable license to use the Software, in object
         code form only, on the Monitoring Tool on which such Software is
         provided hereunder or, if no Monitoring Tool is provided hereunder, on
         a single Hardware chassis, until the earlier of: (i) the expiration or
         termination of the Agreement; or (ii) Cisco's request to Service
         Provider that the Monitoring Tool(s) be returned to Cisco. Service
         Provider shall have no right, and Service Provider specifically agrees
         not to: (a) rent, lease, distribute, sell, transfer or sublicense its
         license rights to any other person, or use the Software on unauthorized
         or secondhand Cisco equipment; (b) 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
         (c) copy, in whole or in part Software or document (except for one
         backup copy), decompile, decrypt, reverse engineer, disassemble or
         otherwise reduce all or any portion of the Software to human-readable
         form. Cisco will make available any interface information which the
         Service Provider's entitled under applicable law, upon written notice
         request and payment of Cisco's applicable fee.

5.0 SERVICES NOT COVERED BY THIS APPENDIX
         a)       Additional onsite visits beyond the four (4) visits provided
                  hereunder and additional standby Services beyond the two (2)
                  events provided hereunder, except upon Service Provider's
                  written request and mutual agreement between Service Provider
                  and Cisco at



                                       34
<Page>

                  Cisco then-current NSA travel and labor rates on a time and
                  material basis.

         b)       Except as otherwise provided in this Appendix, Software
                  entitlement, including media, documentation, binary code,
                  source code or access in electronic or other form. In
                  addition, no right, use or license to Cisco's Software is
                  conveyed under this Appendix, and Service Provider
                  acknowledges it will obtain no such rights hereunder.



                                       35
<Page>


                                  APPENDIX A-7
                    SERVICE OPTIONS - PROFESSIONAL SERVICES


This Appendix supplements Exhibit C (Provisioned Network Support Program), and
all the terms and conditions of Exhibit C apply to this Appendix; provided, that
to the extent that there is a conflict between Exhibit C and this Appendix, the
terms of this Appendix shall take precedence over the terms and conditions of
Exhibit C with regards to the subject matter described herein.

1.0      ADDITIONAL DEFINITIONS
         a)       "Deliverables" means all works of authorship, whether in hard
                  copy or electronic form, including but not limited to
                  programs, program listings, programming tools, designs,
                  analyses, reports, manuals, supporting materials, test
                  results, recommendations and drawings to be provided by Cisco
                  to Service Provider pursuant to the terms of this Appendix and
                  any SOW issued hereunder.

         b)       "Documentation" means, but is not limited to, any and all data
                  other than Deliverables, whether in hard copy or electronic
                  form, including reports, designs, analyses, computer programs,
                  user manuals and other supporting material, summaries,
                  literature, test results, recommendations or drawings
                  generated by Subcontractor in the course of providing Services
                  under this Appendix and any SOW hereunder, including all
                  workpapers and other materials generated in the course of
                  performance of Services and preparation of Deliverables.

         c)       "Statement of Work" ("SOW") means the document(s) agreed upon
                  by Cisco and Service Provider which defines the Services to be
                  performed under this Appendix, and the Deliverables to be
                  provided, in the form of an attachment(s) to this Agreement.

2.0      SERVICES AND STATEMENT OF WORK
         a)       Cisco will make available and manage Services as described in
                  the SOW attached hereto. Services may be provided by Cisco or
                  individuals or organizations employed by or under contract
                  with Cisco, at the discretion of Cisco.

         b)       A separate SOW will be required for each project, assignment
                  or task requested by Service Provider. Each SOW will become
                  part of this Appendix by this reference when signed by Cisco
                  and Service Provider and shall include:

                  i)    A detailed description of Cisco's and Service
                        Provider's respective responsibilities;

                  ii)   An estimated performance schedule including milestones,
                        if applicable;

                  iii)  Specific completion criteria that Cisco is required to
                        meet to fulfill its obligations under the SOW;

                  iv)   Pricing and payment terms; and

                  v)    Identification of Cisco and Service Provider contacts.

                  A SOW may only be amended or modified by a written document
                  signed by authorized representatives of Cisco and Service
                  Provider, in accordance with the change control procedures set
                  forth therein.
                  All Installation and IOS Upgrades provided by Cisco under a
                  service summary description will be provided in accordance
                  with the terms of the Exhibit.

3.0      PRICES AND FEES. Service Provider will pay for all Professional
         Services rendered and Deliverables provided pursuant to this Appendix
         as set forth in the Support Appendix and the applicable SOW.

4.0      OWNERSHIP. Nothing in this Appendix shall alter or amend the
         intellectual property licenses provided with the purchase of Cisco
         Hardware and license of Cisco Software products. The following
         provisions apply only to those further Services, Deliverables and other
         intellectual property generated in performance of this Appendix,
         whether or not related to Cisco Hardware or Software.
         a)       SOW Rights Ownership. Service Provider acknowledges that Cisco
                  or its subcontractors(s) own all intellectual property rights
                  and other proprietary rights in and to the Services,
                  Deliverables, and Documentation and any other materials and
                  information Cisco provides to Service Provider as part of this
                  Appendix whether developed in performance of a SOW hereunder
                  or pre-existing. These intellectual property rights and
                  proprietary rights may include, but are not limited to, all
                  current and future worldwide patents and other patent rights,
                  copyrights, trade secrets, trademarks, inventions, mask work
                  rights,



                                       36
<Page>

                  programs, program listings, procedures, programming tools,
                  documentation, reports and drawings, and the related
                  documentation or tangible expression thereof.

         b)       License. Cisco grants Service Provider a license regarding the
                  services and deliverables as necessary in the conduct of
                  Service Provider's own business. Pursuant to the terms of
                  Section 5 of the Exhibit, this license is perpetual provided
                  Service Provider is not otherwise in breach of this license.
                  This grant of rights does not include the right to sublicense
                  and is non-transferable.

         c)       Ownership by Service Provider. Except as otherwise set forth
                  herein, Service Provider shall own all right, title and
                  interest in Service Provider intellectual property that is
                  wholly developed and owned by Service Provider prior to the
                  Effective Date of this Agreement or independently developed by
                  Service Provider without the benefit of any Cisco intellectual
                  property.

         d)       Ownership by Cisco. As stated herein, Cisco shall own all
                  right, title and interest in all Cisco intellectual property
                  provided to Service Provider under this Appendix or any SOW
                  hereunder. This shall include any derivatives, improvements or
                  modifications of Cisco or Service Provider intellectual
                  property developed, designed or discovered under this Appendix
                  or any SOW issued hereunder. Service Provider agrees to assign
                  and does hereby assign to Cisco all rights Service Provider
                  may have or acquire in all such intellectual property. Cisco
                  shall have the exclusive right to apply for or register any
                  patents, mask work rights, copyrights, and such other
                  proprietary rights protections with respect thereto. Service
                  Provider shall execute such documents, render such assistance,
                  and take such other actions as Cisco may reasonably request,
                  at Cisco's expense, to apply for, register, perfect, confirm
                  and protect Cisco's rights in any intellectual property
                  hereunder. Without limiting the foregoing, Cisco shall have
                  the exclusive right to commercialize, prepare and sell
                  products based upon, sublicense, prepare derivative works
                  from, or otherwise use or exploit the intellectual property
                  rights granted to Cisco hereunder.

         e)       Ownership of Jointly Developed Technology. Subject to the
                  intellectual property ownership rights specified in the
                  foregoing subsections, any technology developed pursuant to
                  this Appendix or any SOW which is jointly created by the
                  parties pursuant to this Appendix or created by Service
                  Provider as a direct result of Service Provider activities
                  relating to this Appendix or a SOW hereunder, shall be owned
                  by Cisco unless otherwise mutually agreed in the SOW covering
                  the effort which led to the development of the technology.

         f)       Waiver of Moral Rights. Subject to the applicable law, Service
                  Provider hereby waives any and all moral rights, including
                  without limitation any right to identification of authorship
                  or limitation on subsequent modification that Service Provider
                  (or its employees, agents, subcontractors or consultants) has
                  or may have in the Services, or Deliverables, and in any other
                  intellectual property that is or becomes the property of Cisco
                  under this Section.

5.0      SERVICE PROVIDER SECURITY REGULATIONS/WORK POLICY
         a)       Service Provider shall provide to Cisco, and Cisco shall
                  ensure that its personnel or subcontractors make commercially
                  reasonable efforts to comply with Service Provider's security
                  regulations in their activities at Service Provider sites or
                  in connection with Service Provider systems.

         b)       Unless otherwise agreed to by both parties, Cisco's personnel
                  (including its subcontractors) will observe the working hours,
                  working rules, and holiday schedules of Service Provider while
                  working on Service Provider's premises.

6.0      INJUNCTIVE RELIEF
         Unauthorized use of Confidential Information, Deliverables,
         Documentation, or any information contained therein will diminish the
         value to Cisco of its trade secrets or proprietary information.
         Therefore, if Service Provider breaches any of its confidentiality or
         other obligations hereunder, Cisco shall be entitled to equitable
         relief to protect its interests therein, including but not limited to
         injunctive relief, as well as monetary damages.

7.0      TERMINATION
         a)       Termination of SOW(s). Failure by either party to comply with
                  any material term or condition under a SOW issued hereunder
                  shall entitle the other party to give the party in default
                  written notice requiring it to cure such default. If the party
                  in default has not cured such default within thirty (30) days
                  of receipt of notice, the notifying party shall be entitled,
                  in addition to any other rights it may have, to terminate this
                  Agreement (and all SOWs issued hereunder) and/or the
                  individual SOW by giving notice effective immediately.

         b)       Upon termination of this Exhibit and/or any SOWs, Service
                  Provider shall pay Cisco for all work performed under the
                  affected SOW(s) up to the effective date of termination at the
                  agreed upon prices,



                                       37
<Page>

                  fees and expense reimbursement rates set forth in the relevant
                  SOW(s).

         c)       In addition Service Provider agrees, within ten (10) days
                  after termination, to deliver to Cisco at Cisco's discretion
                  either: (i) the original and all copies of the Deliverables
                  and related materials received by Service Provider in
                  connection with the terminated work for which Cisco has not
                  been paid in the course of performance or under Section c
                  above; or (ii) a certificate certifying that through its best
                  efforts, Service Provider has destroyed the original and all
                  copies of such Deliverables and related materials.



                                       38
<Page>


                                   APPENDIX B
             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.
Service Provider 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 ongoing business operation. All parties involved will
                  commit full-time resources to resolve the situation.
Priority 2:       Operation of an existing network is severely degraded, or
                  significant aspects of a business operation are being
                  negatively impacted by unacceptable network performance. The
                  parties involved 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. The parties 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 a business operation. The parties are
                  willing to provide resources during Standard Business Hours to
                  provide information or assistance as requested.

Cisco encourages Service Provider to reference this guide when Service
Provider-initiated escalation is required. If Service Provider does not feel
that adequate forward progress, or the quality of Cisco service is not
satisfactory, Cisco encourages Service Provider 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>
                  1 HOUR                Customer
                                        Engineering
                                        Manager
                  -------------------------------------------------------------------------------------------
                  4 HOURS               Technical          Customer
                                        Support            Engineering
                                        Director           Manager
                  -------------------------------------------------------------------------------------------
                  24 HOURS              Vice President,    Technical
                                        Customer           Support Director
                                        Advocacy
                  -------------------------------------------------------------------------------------------
                  48 HOURS              President/CEO      Vice President,
                                                           Customer Advocacy
                  -------------------------------------------------------------------------------------------
                  72 HOURS                                                     Customer
                                                                               Engineering
                                                                               Manager
                  -------------------------------------------------------------------------------------------
                  96 HOURS                                 President/CEO       Technical       Customer
                                                                               Support         Engineering
                                                                               Director        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 Service Provider with updates. Cisco recommends that
Service Provider-initiated escalation begin at the Technical Manager level and
proceed upward using the escalation guideline shown above for reference. This
will allow those most closely associated with the support resources to correct
any service problems quickly. ACCESSING TAC:

North America, South America:               +1-800-553-2447
                                            +1-408-526-7209

Europe, Middle East, Africa:                +32-2-704-5555
                                            +32-2-778-4317

Asia Pacific:                               +1-800-805-227
                                            +61-2-935-4107



                                       39

<Page>

                                   APPENDIX C

                               EQUIPMENT SCHEUDLE

--------------------------------------------------------------------------------
PRODUCT SITE / SERVICE LEVEL: The information below is needed when an optional
service level is requested. For each Service Level indicated below, Cisco will
issue a Contract Number.
--------------------------------------------------------------------------------

<Table>
<Caption>

                                                                          (Cisco will supply)
  SERVICE LEVEL                           CONTRACT #                      PRODUCT SERIAL NUMBERS         SITE ADDRESS
---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                               <C>                         <C>
 SERVICE LEVEL #1                         Contract # ____________                                       Not Applicable
 ----------------
 Hardware Return for Replace
---------------------------------------------------------------------------------------------------------------------------
 SERVICE LEVEL #2                         Contract # ____________                                       Not Applicable
 ----------------
 Advance Replacement SDS/NBD
---------------------------------------------------------------------------------------------------------------------------
 SERVICE LEVEL #3*                        Contract # ____________                                       Required
 ----------------
 Advance Replacement 8x5x4
---------------------------------------------------------------------------------------------------------------------------
 SERVICE LEVEL #4*                        Contract # ____________                                       Required
 ----------------
 Advance Replacement 24x7x4
---------------------------------------------------------------------------------------------------------------------------
 SERVICE LEVEL #5*                        Contract # ____________                                       Required
 ----------------
 Onsite Level 1 (8x5xNBD)
---------------------------------------------------------------------------------------------------------------------------
 SERVICE LEVEL #6*                        Contract # ____________                                       Required
 ----------------
 Onsite Level 2 (8x5x4)
---------------------------------------------------------------------------------------------------------------------------
 SERVICE LEVEL #7*                        Contract # ____________                                       Required
 ----------------
 Onsite Level 3 (24x7x4)
---------------------------------------------------------------------------------------------------------------------------
 NSA OPTION                               Contract # ____________                                       Not Applicable
 ----------
 NSA Designated Account Team
---------------------------------------------------------------------------------------------------------------------------
 SOFTWARE APPLICATION SERVICE OPTION      Contract # ____________                                       Not Applicable
 -----------------------------------
 Software Application Service
---------------------------------------------------------------------------------------------------------------------------
 CPE OPTION                               Contract #                                                    Required
 ----------
 CPE Support
---------------------------------------------------------------------------------------------------------------------------
 SP TAC OPTION                            Contract #                                                    Required
 -------------
 SP TAC / Named Account
---------------------------------------------------------------------------------------------------------------------------
 SLA OPTION                               Contract #                                                    Required
 ----------
 Response & Restoration
---------------------------------------------------------------------------------------------------------------------------
 PS OPTION                                Contract #                                                    Not Applicable
 ---------
 Professional Services
---------------------------------------------------------------------------------------------------------------------------
</Table>

       * MUST NOTIFY WITHIN THIRTY (30) DAYS OF MOVES AND/OR CHANGES.




                                       40
<Page>


                                    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:


                                       41
<Page>


(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.

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



                                       42
<Page>

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 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.


                                       43
<Page>



                                    EXHIBIT T

                                  INITIAL ORDER


        [Initial order form for equipment (by individual parts number)
                        for nine initial equipment sites.]









                                       44
<Page>



                                    EXHIBIT U

                 TERMS AND CONDITIONS FOR THE CERENT 454 PRODUCT

1.0      SCOPE
         This Exhibit sets forth the terms and conditions for the purchase of
         Hardware and license of Software by Service Provider of the Cerent 454
         Product ("Cerent Product") for Service Provider's internal business use
         only. Service Provider shall have no right to resell the Cerent
         Product. The terms and conditions of Cisco's Service Provider Agreement
         ("Agreement") shall apply to Service Provider's purchase of the Cerent
         Product to the extent such terms do not conflict with the terms and
         conditions stated herein, in which event the terms of this Exhibit
         shall take precedence. This Exhibit shall not apply to Service
         Provider's purchase of any other Cisco Products.

2.0      LIMITED WARRANTY
         For Service Provider's purchase of the Cerent Product, Section 10 of
         the Agreement shall be replaced by the following:

         2.1      HARDWARE. Cisco warrants that for three years after shipment
                  it shall repair or replace, at Cisco's sole option, any Cerent
                  Product hardware manufactured by Cisco that shall prove, as
                  determined by Cisco after examination, to be defective in
                  materials or manufacture under normal intended usage,
                  operation and maintenance during such period. This warranty
                  shall not cover any consumable components, items not
                  manufactured by Cisco, or the cost of labor by Service
                  Provider's own employees, agents or contractors in
                  identifying, removing or replacing any defective part or any
                  Cerent Product. Returned replaced parts and Cerent Products
                  shall become the property of Cisco. Cisco provides the same
                  warranty as described in the first sentence of this Section
                  for repaired or replacement parts and Cerent Products except
                  that the period of coverage shall be the remaining time of the
                  original warranty period for the part or Cerent Product
                  replaced or repaired. This limited warranty extends only to
                  Service Provider as original purchaser.

         2.2      SOFTWARE. Cisco warrants that for one year after shipment, it
                  will take all commercially reasonable steps to modify or
                  replace any software shipped with any Cerent Product
                  ("Software") that fails, when properly installed, to conform
                  substantially and in all material respects to the
                  Specifications set forth in the Cerent 454 User Manual. Except
                  for the foregoing, the Software is provided AS IS. Cisco does
                  not warrant that the Software will meet Service Provider's
                  requirements or that operation of the Software will be
                  uninterrupted or error free. This limited warranty extends
                  only to Service Provider as original licensee.

         2.3      Before returning any Cerent Product, Service Provider shall
                  telephone the Cerent Technical Assistance Center (the "TAC")
                  at 1-877-3CERENT for a Return Material Authorization ("RMA")
                  number to trace the Cerent Product. Service Provider must
                  clearly indicate the RMA number on every communication,
                  including the outside of all return packages, with respect to
                  returned Cerent Products. Cisco shall return repaired Cerent
                  Products, or provide replacement Cerent Products, within
                  fifteen (15) business days of receiving defective Cerent
                  Products, unless Service Provider requests expedited service
                  as described in Section 3.1(e) below. Service Provider shall
                  be responsible for shipping Cerent Products back to Cisco, and
                  Cisco shall be responsible for shipping repaired or
                  replacement Cerent Products to Service Provider.

         2.4      RESTRICTIONS. The warranties set forth above do not apply if
                  the Cerent Product (a) has been altered, except by authorized
                  Cisco personnel, unless such alteration has been approved or
                  authorized by Cisco, (b) has not been installed, operated,
                  repaired, or maintained in accordance with instructions
                  supplied by Cisco, (c) has been subjected to abnormal physical
                  or electrical stress, misuse, negligence, or accident, or (d)
                  is used in ultrahazardous activities. Cisco reserves the sole
                  right to determine compliance under the terms of this
                  warranty. The foregoing warranty shall not apply to any Cerent
                  Product or Software (a) which Cisco and Service Provider
                  mutually agree will be marked or identified as "sample", (b)
                  loaned or provided to Service Provider at no



                                       45
<Page>

                  cost, or (c) which is sold "as is". Service Provider shall
                  pay Cisco [*] for any Cerent Product that is returned for
                  repair and which is not defective in any manner.

         2.5       SERVICE PROVIDER'S SOLE AND EXCLUSIVE REMEDY AND THE ENTIRE
                   LIABILITY OF CISCO AND ITS SUPPLIERS UNDER THIS LIMITED
                   WARRANTY SHALL BE AS SET FORTH IN THIS SECTION 2.

          2.6      DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS SECTION
                   2, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND
                   WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
                   WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
                   PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST
                   INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR
                   TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY
                   APPLICABLE LAW. THIS DISCLAIMER AND EXCLUSION SHALL APPLY
                   EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE IN THIS SECTION
                   FAILS OF ITS ESSENTIAL PURPOSE.

3.0      SERVICES
         Services for the Cerent Product shall be available to Service Provider
         subject to the terms set forth below, which, for the Cerent Products,
         shall replace Exhibit C of the Agreement:

         3.1      SERVICES FOR CERENT PRODUCTS UNDER WARRANTY
                  a.       While under warranty, Service Provider shall receive
                           twenty four (24) hour, seven (7) day a week technical
                           assistance for the Cerent Product at no charge
                           through Cerent's Technical Assistance Center ("TAC").
                           The toll-free phone number is 1-877-3Cerent.
                           Equipment failures should be reported to the TAC
                           during normal business hours, 8:00 a.m. to 7:00 p.m.
                           (Central Standard Time), except for an emergency
                           equipment failure, which should be reported
                           immediately to the TAC. All calls to TAC receive
                           immediate and direct attention. When a call is
                           received, the attendant shall determine the severity
                           and type of problem. The Service Provider's call
                           shall be assigned and managed by a technical support
                           engineer for attention and resolution.

                  b.       For urgent technical problems, during normal business
                           hours, 8:00 a.m. to 7:00 p.m. (Central Standard
                           Time), a qualified technician shall be available for
                           immediate contact. Outside of normal business hours,
                           an attendant shall ensure a qualified technician
                           responds to Service Provider within one (1) hour.

                  c.       For non-urgent technical problems, a qualified
                           technician shall respond to a Service Provider call
                           within thirty (30) minutes during normal business
                           hours. Outside of normal business hours, a qualified
                           technician shall respond within one (1) hour of the
                           next business day.

                  d.       For severe problems that have not been resolved
                           within eight (8) hours, Cisco shall provide an
                           on-site technician within twenty four (24) hours.

[*] Indicates confidential treatment requested.


                                       46
<Page>




                  e.       For Cerent Products under warranty, there is no
                           charge for repair and return in accordance with the
                           standard turn-around time. Cisco will seek to repair
                           failed Cerent Product and ship the repaired Cerent
                           Product to Service Provider within fifteen (15)
                           business days of receipt. The following expedited
                           service options are available:

                           1.   EMERGENCY PRIORITY. Service Provider may request
                                that a field replacement unit be shipped in
                                advance of receipt of the failed/defective unit.
                                A replacement unit will ship the same day to
                                arrive the next business day provided both the
                                call and Cisco's diagnosis and determination of
                                the failed Hardware has been made before 3:00
                                p.m., local time, Monday through Friday
                                (excluding Cisco-observed holidays). For
                                requests after 3:00 p.m., local time, the
                                Advance Replacement will ship the next business
                                day. Advance Replacements will be shipped using
                                Cisco's preferred carrier, freight prepaid by
                                Cisco, excluding import duties, taxes and fees,
                                where applicable. This service is subject to a
                                [*] fee per unit shipped to Service Provider.


                           2.   CUSTOMER REQUESTED PRIORITY. Service Provider
                                may request that failed equipment be repaired
                                and returned within three (3) business days from
                                receipt by Cisco thereof. This additional
                                service shall be subject to an additional fee of
                                [*] per unit. Service Provider shall return
                                failed equipment, if sent a replacement Cerent
                                Product, within thirty (30) business days.

         3.2      ADDITIONAL TECHNICAL SUPPORT SERVICES NOT COVERED UNDER
                  WARRANTY
                  a.       Service Provider may purchase extended warranty
                           coverage in accordance with the then-current Extended
                           Warranty Policy offered for Cerent Product.

                  b.       For calls to TAC not covered under warranty, Services
                           Provider shall be charged a fee of [*] per hour.

                  c.       For repair and return of Cerent Product not covered
                           under warranty, Service Provider shall pay [*] of
                           the purchase price of a new part plus any other
                           applicable fees. Repaired Cerent Product shall have
                           a ninety (90) day warranty. Service Provider may be
                           required to provide written information regarding
                           the Cerent Product. All charges for shipping shall
                           be the responsibility of Service Provider.

                  d.       Service Provider may request on-site field support
                           for a fee of [*] dollars per day per technician plus
                           reasonable, out of pocket travel and living expenses.

         3.3      TRAINING
                  a.       Service Provider may purchase training classes that
                           range from one (1) to two (2) days for a fee of [*]
                           dollars per day.

                  b.       Classes shall address: (i) operations and
                           maintenance; and (ii) planning and applications.

                  c.       Classes shall be offered at Cisco's Petaluma site or
                           on-site subject to a [*] fee and travel expenses.

                  d.       Classes are provided for groups of four (4) to ten
                           (10).  Additional individuals may attend for a fee of
                           [*] per person per day.

         3.4      INSTALLATION SERVICES

[*] Indicates confidential treatment requested.


                                       47
<Page>

                  a.       Service Provider may purchase turn-up and testing
                           services for a fee of [*] per day plus reasonable
                           out of pocket travel expenses and a [*] percent
                           administrative fee.

                  b.       Service Provider may request field engineers to
                           supervise its own installation crews for a fee of
                           [*] per day plus reasonable out of pocket travel
                           expenses.

                  c.       For turn-key installations, Service Provider may
                           request a firm fixed price proposal.

         3.5      SOFTWARE UPGRADE SERVICES
                  a.       A software release contains the core software load
                           and also may include optional feature packages.

                  b.       The nominal charge for an upgrade of the core
                           software load is [*] dollars per network element.
                           For example, five (5) network elements may be
                           upgraded for a total cost of [*] dollars.

                  c.       A core software load may be purchased once and
                           downloaded into all of the Cerent 454 systems owned
                           by Service Provider.

                  d.       When Service Provider purchases a software upgrade,
                           TAC support is available at no charge during Service
                           Provider's upgrade process.

                  e.       Optional feature packages may be introduced that
                           provide for additional features. Service Provider may
                           elect to purchase and deploy these optional features
                           at its discretion. Optional feature packages will be
                           priced individually on a per Cerent 454 network
                           element basis.

                  f.       Service Provider is encouraged to upgrade with each
                           incremental release to stay within one release of the
                           current Cerent 454 core software load. For an upgrade
                           of a Cerent 454 terminal that is not within one
                           release of the current Cerent 454 core software load,
                           Service Provider shall pay for the cost of all
                           upgrades subsequent to the release which is currently
                           on such terminal, as well as the current upgrade. For
                           example, upgrading a network element from Release 1
                           to Release 4 will cost [*] per network element,
                           while upgrading a network element from Release 3 to
                           Release 4 will cost only [*].

                  g.       Service Provider may order software upgrade service
                           to assist in keeping its network current with system
                           software.  Upon acceptance of such order, Cisco will
                           upgrade Service Provider's network with the current
                           Cerent 454 system software during a mutually agreed
                           to schedule.  The fee for this service is [*] dollars
                           per Cerent 454 network element, plus reasonable out
                           of pocket travel and living expenses for a qualified
                           technician.  This service fee is in addition to the
                           applicable software upgrade charges identified above
                           in subsections 3.5(b), (e), and (f). To purchase
                           this service, Service Provider also contemporaneously
                           must order an upgrade of the core software load.
                           Cisco personnel will verify system operation and
                           hardware and software compatibility as part of this
                           service.

                  h.       Software license. Service Provider acknowledges that
                           it may receive Software as a result of services
                           provided under this Exhibit. Service Provider agrees
                           that it is licensed to use such Software only on
                           Hardware covered under this Exhibit and subject to
                           the terms and conditions of the Software license
                           granted with the original Cerent Product. Customer
                           shall not: (i) copy, in whole or in part, Software or
                           documentation; (ii) modify the

[*] Indicates confidential treatment requested.


                                       48
<Page>

                           Software, reverse compile or reverse assemble all or
                           any portion of the Software; or (iii) rent, lease,
                           distribute, sell, or create derivative works of the
                           Software.












                                       49

<Page>

                               AMENDMENT NO. 1

This Amendment No. 1 (the "Amendment") to the Service Provider Agreement
dated the 15th day of March, 2000 (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 Cogent
Communications, Inc. ("Service Provider"), a Delaware corporation having its
principal place of business at 1015 31st Street NW, Washington DC 20007, is
entered into as of the 1st day of June, 2000 (the "Effective Date").

WHEREAS Cisco and Service Provider entered in the Agreement for the supply of
certain products; and,

WHEREAS the parties have negotiated an arrangement related to the supply of
alternate products; and

WHEREAS the parties wish to amend the Agreement,

NOW THEREFORE the parties agree as follows:

1.  DEFINITIONS

1.1 All capitalized terms shall have the meaning ascribed in the Agreement.

2.  AMENDMENTS

2.1 The Agreement is amended as follows:

    2.1.1 Page 1 by inserting in numeric sequence

                 8. EXHIBIT V: OCO192 Uni-Directional Network;

    2.1.2 Section 2.4.2 by deleting "Year 1 following the Effective Date
          [*]; Year 2 following the Effective Date [*]; Year 3
          following the Effective Date [*]; and, Year 4 following the
          Effective Date [*]" and replacing with "Year 1 following
          the Effective Date [*]; Year 2 following the Effective Date
          [*]; Year 3 following the Effective Date [*]; Year 4
          following the Effective Date [*]; and Year 5 following the
          Effective Date [*]";

    2.1.3 Section 14.1 by deleting "four (4)" and replacing with "five (5)";
          and,

    2.1.4 Attachment 1 to this Amendment is inserted into the Agreement as
          Exhibit V, Additional Commitments.

3.  ALL OTHER TERMS AND CONDITIONS

3.1 All other terms and conditions shall remain of the Agreement shall remain
    unchanged and in full force and effect.

[*] Indicates confidential treatment requested.

<Page>

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.

COGENT COMMUNICATIONS, INC.                       CISCO SYSTEMS, INC. ("CISCO")
("SERVICE PROVIDER")

/s/ DAVE SCHAEFFER                                /s/ RICK TIMMINS
---------------------------                       -----------------------------
Authorized Signature                              Authorized Signature

DAVE SCHAEFFER                                    RICK TIMMINS
---------------------------                       -----------------------------
Name                                              Name   VP WW Sales Finance

       6-29-2000                                              Jul 05 2000
---------------------------                       -----------------------------
Date                                              Date


<Page>

                                ATTACHMENT 1

                                  EXHIBIT V

                    OCO192 10x10 UNI-DIRECTIONAL NETWORK

1.  The Agreement sets out products for a 6x6 channel nationwide OC-192
    bi-directional network over 4 years. This Exhibit, in the alternative to
    the Agreement, sets out products for a nationwide OCO192 10 x 10
    uni-directional network over five years. Service Provider accepts the
    alternative product solution subject to the terms set out in the Amendment
    and this Exhibit.

2.  Based on the data supplied by Customer to Cisco to date, the estimated
    cost for 10 channels is [*]. The price for Channel 1 is
    [*]. The price for Channels 2-10 is [*] per channel and
    will be purchased by Service Provider at a rate of one channel every [*]
    [*] commencing November 1, 2000.

3.  Cisco shall make the following payments to Service Provider:

           One business day following the
           execution of the Agreement                 $[***]
           December 15, 2000                          $[***]
           June 15, 2001                              $[***]
           December 15, 2001                          $[***]

    The obligation to make such payments shall be made by Cisco on or prior
    to the applicable date without deduction or setoff for any reason
    whatsoever.

4.  All payments made by Cisco to Service Provider are for the purpose of
    Service Provider acquiring a second strand of fiber from Service
    Provider's fiber provider.

5.  The parties acknowledge that the payments set forth in this Exhibit are
    in full payment of all the liquidated damages credits anticipated in
    Section 6.3 of the Agreement.

6.  In the event the Agreement is terminated by Cisco (i) pursuant to Section
    14.2 of the Agreement where such competitor was a competitor of Cisco at
    the date of this Amendment; or (ii) pursuant to Section 14.3 or 14.4 of
    the Agreement, Service Provider shall be obligated to repay Cisco the
    amounts paid to Service Provider pursuant to Section 3 of this Exhibit.
    Notwithstanding the foregoing, in the event the Service Provider has made
    the aggregate purchases contemplated in Section 2.4.1 of the Agreement,
    notwithstanding such termination, Service Provider shall have no
    obligation to make any repayments as set forth herein.

[*] Indicates confidential treatment requested.


<Page>


                                 AMENDMENT NO. 3


This Amendment No. 3 ("Amendment 3") to the Service Provider Agreement dated the
15th day of March, 2000, and its Amendment No. 1 dated June 1, 2000,
(collectively 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 Cogent Communications, Inc. ("Service
Provider"), a Delaware corporation having its principal place of business at
1015 31st Street NW Washington, DC 20007, is entered as of the last date written
below (the "Effective Date").

WHEREAS Cisco and Service Provider entered into the Agreement and Amendment No.
1 thereto for the supply of certain products; and

WHEREAS Cisco proposed to Service Provider Amendment #2 as of January 19, 2001,
but which Amendment #2 did not become effective; and

WHEREAS the parties have negotiated an alternative arrangement related to the
supply of such certain products as set forth below; and

WHEREAS, the parties wish to amend the Agreement.

NOW THEREFORE, the parties agree as follows:

1.   The Agreement and Amendment No. 1 set out products for a nationwide OC192
     10 x 10 uni-directional network over five years wherein Service Provider
     shall purchase 10 channels for an approximate net purchase price of [*]
     Million. The price for Channel 1 was [*]. The price for Channels
     2-10 is [*] per channel with Service Provider's obligation to
     purchase one channel every six months commencing upon November 1, 2000.
     Service Provider has currently purchased only Channel 1.

2.   Service Provider agrees to receive shipment of the next seven (7) channels
     on or about April 1, 2001 and agrees to pay the fee of [*] per
     channel as follows:

     a.   Service Provider agrees to pay the net purchase price of [*]
          for Channels 2 and 3 on or before July 15, 2001.

     b.   Service Provider agrees to pay the net purchase price of [*]
          for Channels 4 and 5 on or before October 15, 2001.

     c.   Service Provider agrees to pay the net purchase price of [*]
          for each of Channels 6, 7 and 8. Cisco shall not invoice Service
          Provider for the aforementioned purchase price of each of Channels 6,
          7, and 8 until, with respect to each channel, the earlier of the
          following two events occurs: (i) a router or other network element
          running at OC-192 is connected to a Cisco 15800 and the 15800 is
          carrying revenue producing traffic across any cross-section of the
          respective channel, or (ii) April 30, 2003 (for channel 6), October
          31, 2003 (for channel 7), and April 30, 2004 (for channel 8). Service
          Provider shall be obligated to pay the net purchase price for each
          channel once either one of the foregoing events occurs with respect to
          a particular channel. Service Provider shall provide Cisco 30 days
          written notice prior to connection of such a router or other network
          element to a channel, and failure to provide such notice shall be
          considered a material breach of the Agreement. Service Provider shall
          permit Cisco reasonable access, upon request, to Service Provider's
          facilities in order to ascertain whether any of channels 6 through 8
          is carrying revenue producing traffic. Title to the components of each
          channel shall not transfer to Service Provider until the net purchase
          price for that particular channel has been paid in full. Risk of loss
          shall pass from Cisco to Service

[*] Indicates confidential treatment requested.


                                       1

<Page>

Provider upon delivery of each channel to a common carrier at Cisco's designated
shipping location.

     d.  The term "channel" as used herein shall consist of a Cisco ONS 15800
         Wavelength Conversion Module (WCM) (or a reasonably equivalent
         successor thereto), a Line Extension Module (LEM), and a Receiver
         Module (RXT).

     e.  All of the aforementioned net purchase 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 the Agreement.

3.   PRICING FOR CHANNELS 11-32. Cisco agrees to offer to Service Provider
     channels 11-32 on the OC-192 backbone at a net purchase price of $6,100,000
     per channel provided that this offer shall not survive the expiration or
     earlier termination of the Agreement.

4.   All other terms and conditions of the Agreement shall remain unchanged and
     in full force and effect.

IN WITNESS THEREOF, the parties have caused this Amendment 3 to be duly
executed. Each Party warrants and represents that its respective signatories
whose signature appear below have been and are on the date of signature duly
authorized to execute this Amendment 3.

COGENT COMMUNICATIONS, INC.                        CISCO SYSTEMS, INC.
("Service Provider")                               ("Cisco")

Signature /s/ David Schaeffer                      Signature /s/ Cory Ellsworth

Name David Schaeffer                               Name Cory Ellsworth

Title/Date  Chief Executive Officer                Title/Date Group Controller
            March 1, 2001                                     March 1, 2001



                                       2