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THE SYMBOL "**" IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT THE PORTION
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

CISCO SYSTEMS
[LOGO]

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                           SERVICE PROVIDER AGREEMENT
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This 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 PF.Net Corp. ("Customer"), a Delaware
corporation having its principal place of business at 1800 Alexander Bell Drive,
4th Floor, Reston, VA 20191, shall become effective in accordance with the
provisions of Exhibit V hereto.

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: Customer Territory
      3.   EXHIBIT B: Discount Schedule
      4.   EXHIBIT B-1: Product Credits
      5.   EXHIBIT C: Support
      6.   EXHIBIT C-2: Service Maintenance Fees
      7.   EXHIBIT D: Networked Commerce Attachment
      8.   EXHIBIT E: Affiliate List
      9.   EXHIBIT G: Optical Networking Products
      10.  EXHIBIT S: Software License Agreement
      11.  EXHIBIT T: Special Purchase Terms
      12.  EXHIBIT U: Special Product Pricing
      13.  EXHIBIT V: Agreement Effective Date

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, including, without limitation, the Velocita
Communications Agreement, dated January 26, 2001, between Cisco and Velocita
Corp. 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.

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.

PF. NET CORP.                            Cisco Systems, Inc.
("Customer")                             ("Cisco")


/s/ DAVID L. TAYLOR                      /s/ CORY ELLSWORTH
---------------------------------        --------------------------------------
Authorized Signature                     Authorized Signature


/s/ David L. Taylor                      /s/ Cory Ellsworth
---------------------------------        --------------------------------------
Name                                     Name


April 6, 2001                            April 3, 2001
---------------------------------        --------------------------------------
Date                                     Date


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                           SERVICE PROVIDER AGREEMENT
                              TERMS AND CONDITIONS

1.0   DEFINITIONS.

      Affiliates are the entities listed on Exhibit E to this Agreement of which
      at least 50.1% of the voting power is owned directly or indirectly by
      Customer, but only for so long ownership remains at 50.1% or above.

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

      Critical Milestones shall mean any date identified as a Critical Milestone
      in a SOW.

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

      Effective Date shall have the meaning set forth in Exhibit V.

      End User is the entity to which Customer sells and licenses Products for
      such entity's own use in conjunction with Customer's Network Services
      and/or to which Customer provides telecommunications services through use
      of the Products.

      Exclusivity Commitment shall mean Velocita's commitment to purchase
      Exclusivity Products as more fully described in Section 1(a) of Exhibit T.

      Hardware is the tangible product made available to Customer.

      Net Purchase Amount shall have the meaning set forth in Section 25.2.

      Network Services are the services offered or that may be offered by
      Customer which may include, but are not limited to, the following: access
      to the Internet and data transmission and value-added telecommunications
      services related to such transmission, including managed network services
      whereby Customer manages network elements belonging to or located at the
      premises of End Users in conjunction with telecommunications services to
      End Users by Customer.

      Price List is Cisco's published global price list.

      Prime Rate means the Prime Rate as reported by The Wall Street Journal or
      other equivalent publication.

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

      Purchase Commitment shall have the meaning set forth in Exhibit T.

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

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

      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 Customer, and any copies,


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      updates to, or upgrades thereof.

      Territory is comprised of those countries listed on Exhibit A.

2.0   SCOPE.

      This Agreement sets forth the terms and conditions for Customer's purchase
      of Hardware and license of Software solely for:

      2.1   Customer's Internal Business Use during the term of the Agreement.
            Customer may purchase the Products for the internal business use of
            Customer in the Territory.

      2.2   Network Services Provisioning and Commercial Resale.

            (a) Cisco grants Customer a non-exclusive, non-transferable right to
            purchase the Products for use in the Territory in creating and
            providing Network Services to End Users. Customer may resell
            Products (including embedded Software) to End Users, provided that
            the Products are used primarily in connection with access to Network
            Services, and provided further that Customer shall (i) (A) indicate
            on its Purchase Order any Product units which Customer knows, at the
            time of placing the Purchase Order, are to be resold to third
            parties or (B) for any Product units which Customer does not know,
            at the time of placing the Purchase Order, are to be resold to third
            parties, notify Cisco at the time Customer resells such Product
            units to third parties, if any, and (ii) shall report all such sales
            as otherwise required in this Agreement.

            (b) Customer 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 Customer intends,
            generally, to use the Products to provide Network Services to End
            Users.

            (c) Customer will not distribute the Products to third parties,
            including resellers, other than for use in conjunction with Network
            Services; but Customer may dispose of the following types of
            Products (including embedded Software):

                  (i)   Products which have been used by Customer for more than
                        two years and that are either being upgraded or replaced
                        by Customer in the ordinary course of business; and

                  (ii)  Products included in the Cisco's ********************
                        *****************************************************
                        *****************************************************
                        *****************************************************
                        *****************************************************

            in either case, such permitted disposal shall be subject to Cisco's
            then-current re-licensing policies and fees; provided, however, that
            notwithstanding anything in Cisco's relicensing policies to the
            contrary, in no event shall Customer be absolutely prohibited from
            relicensing the Software Customer is permitted to dispose of
            pursuant to this Section 2.2(c).

      2.3   Notwithstanding the foregoing, for any Products included in the
            Price List, including but not limited to Products which become or
            have become Cisco Products as a result of an acquisition by Cisco of
            another entity, Cisco may impose certification, installation, or
            training requirements on Customer prior to allowing Customer to
            purchase Products for resale, and may require on-going fulfillment
            of certification requirements to retain the right to resell and/or
            support such Products. Cisco does not accept any flowdown provisions
            including but not limited to United States Government Federal
            Acquisition Regulations


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            ("FARs"), Defense FARs, or NASA FARs notwithstanding existence of
            such provisions on Customer's Purchase Orders or supplementary
            documentation or Cisco's acceptance of such Purchase Orders or
            documentation.

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

3.0   PRICES.

      3.1   Prices for Products shall be those specified (a) in Exhibit U, for
            the Products listed therein and, (b) for all other Products, in
            Cisco's then-current Price List, in either case less the applicable
            discounts specified in Exhibit B of this Agreement. Prices for
            Services shall be as stated in Exhibit C-2. All prices are Ex Works
            per INCOTERMS 2000 at Cisco's site, San Jose, California, or other
            Cisco-designated shipping location within the contiguous 48 states
            of the United States. Other than in the case of the Products listed
            in Exhibit U, Cisco may change prices for the Products or for
            Services at any time by issuance of a revised Price List (including
            via electronic posting) or other announcement of price change.

      3.2   *****************************************************************
            ******************************************************************
            ********************************************************************
            *************************************************************
            ********************************************************************
            *******************************************************************
            *************************************************************
            ******************************************************************
            ***************************************************************
            *****************************************************************
            **************************************************************
            ****************************************************************
            *****************************************************************
            ********************************************** Price decreases,
            including decreases in the prices for the Fixed Price Products, will
            be effective for all Purchase Orders accepted by Cisco after the
            date of issuance or announcement of such price decreases.

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

      3.4   All stated prices are exclusive of any taxes, fees and duties or
            other amounts, however designated, and including without limitation
            value added and withholding taxes which are levied or based upon
            such charges, or upon this Agreement. Any taxes related to Products
            purchased or licensed pursuant to this Agreement shall be paid by
            Customer (except for taxes based on Cisco's income) unless Customer
            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.

      3.5   Customer's expectation is that industry prices will decrease over
            time, not increase, in accordance with the general trend in the
            internetworking hardware and software industry, learning curves,
            scope of relationship, and many other factors. If general market
            prices for substantially similar technology decrease, Cisco and
            Customer reserve the right to renegotiate mutually acceptable
            prices.


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4.0   ORDERS.

      4.1   Customer shall purchase Products or Services by issuing a written or
            electronic Purchase Order, signed or (in the case of electronic
            transmission) sent by its authorized representative, indicating
            specific Products and Services, quantity, unit 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. The terms of the Networked Commerce
            Attachment (Exhibit D) shall apply for any orders submitted
            electronically, via the CCO. Any contingencies contained on such
            Purchase Orders are not binding upon Cisco. The terms and conditions
            of this Agreement prevail, regardless of any additional or
            conflicting terms on the Purchase Order, or other correspondence,
            submitted by Customer to Cisco and any such conflicting terms are
            deemed rejected by Cisco, unless expressly agreed in writing.

      4.2   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 Services, and no other
            office is authorized to accept orders on behalf of Cisco. Cisco
            shall use commercially reasonable efforts to provide information
            regarding acceptance or rejection of such orders within ten (10)
            days from receipt thereof, or within three (3) business days where
            orders are placed under CCO. Cisco will not withhold acceptance of
            any Purchase Order which meets Cisco's then-current published
            (including posting on CCO) lead times, is for a valid configuration
            and is otherwise consistent with the terms and conditions of this
            Agreement.

      4.3   Customer has the right to defer Product shipment for no more than
            thirty (30) days from the originally scheduled shipping date,
            provided written notice is received by Cisco at least ten (10) days
            before the originally scheduled shipping date. In addition, Customer
            has the right to cancel orders, reschedule deliveries, change the
            delivery destination and request Product configuration changes prior
            to the shipment date, subject to the remaining provisions of this
            Section 4.3. Cancelled orders, rescheduled deliveries or Product
            configuration changes made by Customer less than ten (10) days
            before the original shipping date will be subject to (a) acceptance
            by Cisco, and (b) a charge of fifteen percent (15%) of the total
            invoice amount. Cisco reserves the right to reschedule delivery in
            cases of configuration changes and changes to the delivery
            destination made within ten (10) days of scheduled shipment.
            Notwithstanding the foregoing, Customer shall not have the right to
            cancel any Purchase Order fewer that 30 days prior to the originally
            scheduled shipping date where the Products included in such Purchase
            Order are purchased with implementation Services, including but not
            limited to design, customization or installation Services, except as
            may be set forth in the agreement or Statement of Work under which
            the Services are to be rendered. In addition where Products are
            purchased with implementation Services, including but not limited to
            design, customization or installation Services, configuration
            changes and changes in delivery destination may require modification
            in the schedule set forth in the agreement or Statement of Work
            under which the Services are to be rendered.

5.0   FORECAST

      No later than thirty (30) days prior to the beginning of each calendar
      quarter, Customer shall provide Cisco with its non-binding forecast of its
      projected purchases of Products and Services from Cisco during the
      following four quarters. Such forecasts are for planning purposes only and
      do not create a binding obligation to purchase or sell. Notwithstanding
      the foregoing, Velocita agrees that it shall satisfy the Purchase
      Commitment and the Exclusivity Commitment as more fully described and
      subject to the limitations set forth in Exhibit T.

6.0   SHIPPING AND DELIVERY; ACCEPTANCE.

      6.1   Shipping dates will be established by Cisco upon acceptance of
            Purchase Orders from Customer. Shipping dates will be assigned as
            close as practicable to the Customer's requested date based on
            Cisco's then-current published (including posting on CCO) lead


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            times for the Products. Unless given written instruction by
            Customer, Cisco shall select the carrier.

      6.2   Shipping terms Ex Works per INCOTERMS 2000 at Cisco's site, San
            Jose, California, or other Cisco-designated shipping location within
            the contiguous 48 states of the United States, which shall appear on
            Cisco's order acknowledgement and/or be accessible via CCO. Title
            and risk of loss shall pass from Cisco to Customer upon delivery to
            the common carrier or Customer's representative at the delivery
            point per the applicable shipping term. Delivery shall be deemed
            made upon transfer of possession to the carrier. Customer shall be
            responsible for all freight, handling and insurance charges
            subsequent to delivery.

      6.3   Approval for Use and Acceptance Testing Procedures.

            6.3.1 This Section 6.3 details an Approval for Use and Acceptance
                  Testing Procedure which shall apply to Customer's purchase of
                  Product models which Customer has not deployed previously in
                  its network and which are purchased together with installation
                  or other implementation Services pursuant to an SOW entered
                  into pursuant to this Agreement. Only the initial purchase of
                  Products for network deployment by Customer in a mutually
                  agreed configuration (the "Test Configuration") shall be
                  subject to the provisions of this Section 6.3.

            6.3.2 Customer shall indicate on any Purchase Order for which this
                  Section 6.3 applies that the Purchase Order is subject to
                  Approval for Use and Acceptance Testing. Cisco may in its sole
                  discretion accept or reject such Purchase Order, or limit the
                  quantity of Products so ordered. Customer shall conduct a
                  pilot test of the Test Configuration in accordance with a
                  mutually-agreed test plan and acceptance criteria, and advise
                  Cisco promptly of Acceptance or Non-Acceptance in writing
                  (including email) within fifteen (15) days after the
                  applicable Products are delivered. If no test plan and/or
                  acceptance criteria have been agreed as of the date of
                  delivery of the Products to Customer's site, the Products
                  shall not be deemed subject to this Section 6.3, and shall be
                  deemed accepted on delivery. Service Provider is wholly
                  responsible for completing the testing of the Products at its
                  own expense. Notwithstanding the foregoing, "Acceptance" shall
                  be deemed to have occurred, and Cisco shall be entitled to
                  render an invoice for the remaining balance of the purchase
                  price of the Products (and, if applicable, the Services) i)
                  upon notice of Acceptance by means of the Acceptance
                  Certificate set forth in the applicable SOW, or such other
                  form as the parties may agree; ii) if any portion of the
                  Products comprising the Test Configuration are deployed for
                  commercial use, or; iii) fifteen (15) days after delivery if
                  no notice of Acceptance or Non-Acceptance has been received.

            6.3.3 If Customer provides Cisco with written notice, within 15 days
                  of delivery of the applicable Products (a) indicating that the
                  Test Configuration failed to achieve Acceptance and (b)
                  detailing the aspects of the Test Configuration which did not
                  pass in all material respects the agreed test plan, including
                  a detailed list of non-conformities, Customer may require
                  reperformance of implementation Services in accordance with
                  Section 10.4, and/or return the failing portions of the Test
                  Configuration for replacement or return the entire Test
                  Configuration and cancel the test, or accept the Products
                  notwithstanding the failure, in which case remedies shall be
                  as set forth under the warranty for the Products in Section
                  10. Upon Acceptance, Cisco may treat the Test Configuration as
                  "delivered" for all purposes, and Cisco's obligations with
                  respect to such Products shall be only as otherwise set forth
                  in this Agreement, including pursuant to the warranty set
                  forth in Section 10.


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      6.4   If Customer requests delivery of Products to Customer's forwarding
            agent or other representative in the country of shipment, Customer
            shall assume responsibility for compliance with applicable export
            laws and regulations, including the preparation and filing of
            shipping documentation necessary for export clearance. Except in
            accordance with the applicable delivery terms set forth in this
            Agreement, Cisco shall not have any liability in connection with
            shipment, nor shall the carrier be deemed to be an agent of Cisco.

      6.5   Where Products are purchased without implementation Services, and
            Cisco fails to ship the Products within thirty (30) days after the
            scheduled shipment date, Customer may cancel its Purchase Order with
            respect to such delayed Products. Such cancellation shall be
            Customer's sole remedy in case of delayed delivery. Upon request of
            Customer, Cisco shall include Customer in any prioritization program
            for deliveries as determined in Cisco's discretion.

      6.6   In the event that Cisco offers additional delivery terms, including
            CIP (Carriage and Insurance Paid) per INCOTERMS 2000 to Customer's
            designated site, Customer may elect to utilize such delivery terms
            in lieu of the above, in consideration of the payment of Cisco's
            then-current charges for such delivery services.

      6.7   Cisco reserves the right, without prejudice to its other rights, to
            withhold shipment (including partial shipments) of any Products or
            performance of any Services or require Customer or an Affiliate to
            prepay for further shipments if (a) Customer or an Affiliate fails
            to pay any undisputed amount when due, until such undisputed payment
            has been made in full, or (b) Customer or an Affiliate is in breach
            of (i) Section 12.0 of this Agreement, but only if such breach was
            caused by the intentional or grossly negligent conduct of Customer
            or such Affiliate or (ii) either of Section 9.0 or Section 18.0 of
            this Agreement, for the duration of such breach.

7.0   PAYMENT.

      7.1   Except in the case of disputed invoices, which are payable
            immediately upon resolution, upon and subject to credit approval by
            Cisco, payment terms shall be net thirty (30) days from the date of
            invoice. Invoices for Products shall be issued at the time of
            shipment by Cisco. All payments shall be made in U.S. currency
            unless otherwise agreed. Any sum not paid by Customer, when due,
            shall bear interest until paid at an annual rate equal to *********
            ************************************************************
            ******************

      7.2   Cisco reserves and Customer agrees that Cisco shall have and hereby
            grants, on an invoice-by-invoice basis, a purchase money security
            interest in Products heretofore supplied and hereafter supplied to
            Customer under this Agreement that are invoiced for payment under
            any invoice delivered pursuant to this Section 7 as security for the
            payment and charges under this Agreement (including, without
            limitation, shipping and installation charges, and all interest) due
            to Cisco as set forth in such invoice, until the invoice price for
            such Products and all other amounts as set forth in such invoice is
            paid in full, on the following terms:

            (a)   The amount secured by such purchase money security interest in
                  the Products covered by any particular invoice shall consist
                  solely of the unpaid purchase price due Cisco as set forth in
                  such invoice and any other charges due hereunder as set forth
                  in such invoice (including all interest).

            (b)   Such purchase money security interest shall automatically be
                  released and discharged as to the Products covered by any
                  particular invoice when the purchase price set forth in such
                  invoice and all other amounts are paid in full to


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                  Cisco. Such release and discharge shall be effective upon
                  such payment in full, without any requirement or need for any
                  additional action or confirmation by Cisco. If any financing
                  statement is filed in favor of Cisco in respect of any
                  Products for which the invoices purchase price and all such
                  other amounts have been paid in full, Cisco shall promptly
                  upon request of Customer execute a form UCC partial release
                  (in form reasonably acceptable to Cisco submitted by Customer)
                  in respect of such financing statement limited to such
                  Products. In addition, if and as reasonably requested by
                  Customer from time to time (but not more often than
                  quarterly), Cisco will deliver a schedule setting forth in
                  reasonable detail the invoices delivered under Section 7 that
                  then remain unpaid and the amounts that remain unpaid
                  thereunder.

            (c)   In addition, consistent with the provisions of revised Article
                  9 of the Uniform Commercial Code of the relevant jurisdiction
                  (as and when adopted), Customer hereby authorizes Cisco to
                  file (with or without the Customer 's signature), at any time
                  and from time to time, all financing statements, continuation
                  financing statements, termination statements and other
                  documents and instruments under Article 9 of the Uniform
                  Commercial Code, in form reasonably satisfactory to Cisco, and
                  take all other action, as Cisco may deem reasonable, to
                  perfect and continue perfected, maintain the priority of or
                  provide notice of the security interests of Cisco. Without
                  limiting the foregoing, Customer hereby constitutes and
                  appoints Cisco (and any of Cisco's officers, employees or
                  agents designated by Cisco) as Customer's true and lawful
                  attorney-in-fact, with full power and authority to execute any
                  and all of the foregoing on behalf of and in the name of
                  Customer.

      7.3   If Customer, within 38 days of its receipt of an invoice from Cisco,
            notifies Cisco that Customer disputes any amount invoiced by Cisco
            to Customer, then each party shall provide to the other party all
            information reasonably requested by such other party which it has to
            support its position regarding the disputed portion of the invoice
            and shall proceed in good faith and in a timely manner to resolve
            such disputed portion. Customer's obligation to pay the disputed
            portion any invoice (including interest accruing on such disputed
            portion) to Cisco shall be suspended for such period of time as is
            reasonably required to resolve any such dispute.

8.0   AFFILIATES OF CUSTOMER

      8.1   Affiliates of Customer listed on Exhibit E may purchase Products
            from Cisco under this Agreement. Customer hereby guarantees the
            performance by such Affiliates of the financial and other
            contractual obligations set forth in this Agreement and represents
            and warrants that it is empowered to enter into this Agreement on
            behalf of such Affiliates, and to bind such Affiliates to the terms
            and conditions of this Agreement. Cisco may require certain of the
            listed Affiliates to execute an agreement with Cisco or an affiliate
            of Cisco such that the legal relationship shall be between Cisco or
            Cisco's affiliate and Customer's Affiliate. Customer may add
            entities to Exhibit E without Cisco's consent by providing Cisco
            written notice indicating the entity to be added; provided that
            Cisco may reject such addition if the entity to be added (a) does
            not satisfy the definition of "Affiliate" set forth above; (b) is a
            direct competitor of Cisco or (c) does not satisfy Cisco's credit
            approval requirements. Each Affiliate that purchases Products or
            Services from Cisco as provided by this Section 8.1 shall be
            entitled to enforce, as an express third party beneficiary, each of
            the obligations of Cisco, including, without limitation, Section
            14.0 of this Agreement, but only with respect to the Products and
            Services purchased directly by such Affiliate.

      8.2   Any breach by Customer or by an Affiliate of this Agreement shall
            entitle Cisco to terminate this Agreement and/or any such agreement
            with Affiliate and/or any other Affiliate as permitted by Section
            15.


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      8.3   The limit of liability set forth in this Agreement shall be deemed
            an aggregate limit of liability, not per Affiliate, regardless of
            whether an Affiliate or Affiliates has executed a separate agreement
            with Cisco or a Cisco Affiliate permitting such Affiliate to
            purchase under the terms of this Agreement.

9.0   PROPRIETARY RIGHTS AND SOFTWARE LICENSING.

      9.1   Subject to the remaining provisions of this Section 9.1, Cisco
            grants to Customer a perpetual, non-exclusive, non-transferable
            license (a) to use the Software for Customer's internal business
            use, and to create and provide Network Services to End Users in the
            Territory under the terms of Exhibit S; and (b) during the term of
            this Agreement, to market and distribute the Software in the
            Territory to End Users, solely as permitted in this Section. The
            termination of Customer's rights pursuant to section (b) of the
            immediately preceding sentence upon termination of this Agreement
            shall not affect any software license previously granted pursuant to
            this Agreement. 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 Exhibit S. Customer may not sublicense to any person or entity
            (including its Affiliates) its rights to distribute the Software.
            Cisco may terminate any individual Software license granted
            hereunder upon Customer's failure to comply with the terms and
            conditions of Section 7.0, Section 11.0, Section 12.0, Section 18.0
            and Section 21.0 of this Agreement with respect to such individual
            Software license. In addition, Cisco may terminate all Software
            licenses granted hereunder upon Customer's failure to comply with
            the terms and conditions of this Section 9.0 with respect to any
            individual license granted hereunder.

      9.2   Customer shall, and shall require its Affiliates to, provide a copy
            of the Software License Agreement (a copy of which is attached
            hereto as Exhibit S) to each End User of the Software prior to
            installation of the Software at such End User site.

      9.3   Customer shall notify Cisco promptly of any known breach of the
            Software License Agreement and further agrees that it will pursue
            or, at Cisco's request, assist Cisco to diligently pursue, an action
            against any third parties in breach of the license. Customer agrees
            that it shall use good faith efforts to monitor compliance with the
            Software License Agreement. For purposes of this Section, "good
            faith efforts" shall mean the same degree of care that Customer uses
            in monitoring compliance with the terms and conditions of use of
            Customer's own intellectual property of a similar nature to the
            Software.

10.0  LIMITED WARRANTY.

      10.1  Hardware. Cisco warrants that from the date of shipment by Cisco to
            Customer, and continuing for a period of the longer of (a) ******
            ********* or (b) the period set forth in the Warranty Card
            accompanying the Product, the Hardware will be free from defects in
            material and workmanship, under normal use. Customer'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 a replacement within the period and
            according to the replacement process described in the Warranty Card,
            or a refund of the purchase price, if the Hardware is returned to
            the party supplying it to Customer, if different than Cisco, freight
            and insurance prepaid. Cisco replacement parts, used in Hardware
            repair, may be new or equivalent to new. Cisco's obligations
            hereunder are conditioned upon the returned of affected Products, in
            accordance with Cisco's then-current Return Material Authorization
            (RMA) procedures.

      10.2  Software. Cisco warrants that from the date of shipment by Cisco to
            Customer and continuing for a period of the longer of (a) ******
            ********* or (b) the period set forth in the Warranty Card
            accompanying the Product: (a) the media on which the Software is


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            furnished will be free of defects in materials and workmanship,
            under normal use; and (b) the Software substantially conforms to its
            published specifications. Except for the foregoing, the Software is
            provided AS IS. This limited warranty extends only to the Customer
            who is the original licensee. Customer's sole and exclusive remedy
            and the entire liability of Cisco and its suppliers under this
            limited warranty will be, at Cisco or its service center's option,
            repair, replacement, or refund of the Software if reported (or, upon
            request, returned) to the party supplying the Software to Customer,
            if different than Cisco. In no event, does Cisco warrant that the
            Software is error free or that Customer will be able to operate the
            Software without problems or interruptions. In addition, due to the
            continual development of new techniques for intruding upon and
            attacking networks, Cisco does not warrant that the Software or any
            equipment, system or network on which the Software is used will be
            free of vulnerability to intrusion or attack.

      10.3  Title. Cisco warrants that it has good title to the Hardware portion
            of the Products, free and clear of all liens and encumbrances.

      10.4  Services. Services shall be performed in a workmanlike manner
            consistent with industry standards. Customer must notify Cisco
            promptly, but in no event more than 30 days after completion of the
            Services, of any claimed breach of this warranty. Customer's sole
            and exclusive remedy for breach of warranty shall be, at Cisco's
            option, re-performance of the Services; or return of the portion of
            the fees paid to Cisco by Customer for such non-conforming Services.
            The provision of Services under this Agreement shall not extend the
            warranties provided with any Hardware purchased or Software licensed
            by Customer.

      10.5  Restrictions. This warranty does not apply to any failure of the
            Product or Service to comply with this warranty caused by (a)
            alteration of the Product, except by Cisco, (b) installation,
            operation, repair, or maintenance of the Product not in accordance
            with instructions supplied by Cisco, (c) Product having been
            subjected to abnormal physical or electrical stress, misuse,
            negligence, or accident; or (d) sale of the Product or, in the case
            of Software, license, for beta, evaluation, testing or demonstration
            purposes for which Cisco does not receive a payment of purchase
            price or license fee.

      10.6  DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS SECTION 10, ALL
            EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES
            INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF
            MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,
            SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW,
            USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED
            BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE
            EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY
            PERIOD. This disclaimer and exclusion shall apply even if the
            express warranty set forth above fails of its essential purpose. The
            date of shipment of a Product by Cisco is set forth on the packaging
            material in which the Product is shipped. Customer acknowledges that
            the Internet URL address and the web pages referred to above may be
            updated by Cisco from time to time; the version in effect at the
            date of delivery of the Products to the Customer shall apply. The
            provisions of this Section 10.6 shall not be deemed to limit the
            parties' respective rights and obligations under Section 13 or
            Section 14.

11.0  TRADEMARK USAGE.

      11.1  Customer 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 or the provision of Network Services
            to End Users and the performance of Customer's duties hereunder only
            so long as this Agreement or a similar agreement between Cisco and
            Customer providing for the supply of Products and Services by Cisco
            to Customer is in


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            effect. Customer's use of such Marks shall be in accordance with
            Cisco's policies including, but not limited to trademark usage and
            advertising policies, and be subject to Cisco's approval. Customer
            agrees not to attach to any Products any trademarks, trade names,
            logos, or labels other than an aesthetically proper label
            identifying the Customer, its location and its relationship to
            Cisco. Customer further agrees not to affix any Marks to products
            other than genuine Products.

      11.2  Customer shall have no claim or right in the Marks, including but
            not limited to trademarks, service marks, or trade names owned, used
            or claimed now or which Cisco has authority to grant Customer the
            right to use in the future. Customer 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. Customer shall upon request of Cisco discontinue its use of
            any Mark.

12.0  CONFIDENTIAL INFORMATION.

      12.1  "Confidential Information" to be disclosed by Customer under this
            Agreement is information regarding Customer's network operations and
            technical plans and marketing and financial data, and "Confidential
            Information" to be disclosed by Cisco under this Agreement is
            information regarding Cisco's hardware, software and service
            products, and technical, financial and marketing data, and
            information posted on CCO. The 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 to its Affiliates and to employees or
            directors of the Receiving Party and its Affiliates 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 or directors to assure against
            unauthorized use or disclosure. Information (other than that on CCO)
            disclosed by the Disclosing Party in written or other tangible form
            will be considered Confidential Information only if such information
            is conspicuously designated as "Confidential," "Proprietary" or a
            similar legend. Information disclosed orally shall only be
            considered Confidential Information if: (i) identified as
            confidential, proprietary or the like at the time of disclosure, and
            (ii) confirmed in writing within thirty (30) days of disclosure.
            Confidential Information disclosed to the Receiving Party by any
            Affiliate or agent of the Disclosing Party is subject to this
            Agreement.

      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 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 to the disclosing party or its Affiliates; (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 transmitted by a party after
            receiving written notification from the other party that it does not
            desire to receive any further Confidential Information; (vi) is
            disclosed by the Receiving Party pursuant to a valid order issued by
            a court or government agency, provided that the Receiving Party
            provides (a) prior written notice to the Disclosing Party of such
            obligation and (b) the opportunity to oppose such disclosure. Upon
            written demand by the Disclosing Party, the Receiving Party shall:
            (i) cease using the Confidential Information, (ii) return or destroy
            the Confidential Information and all copies, notes or extracts
            thereof to the Disclosing Party within seven (7) days of receipt of
            demand; provided that Customer shall be permitted to retain those
            items of Confidential Information set forth in Section 15.7, and
            (iii) upon request of the Disclosing Party, certify in writing that
            the Receiving Party has complied


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            with the obligations set forth in this paragraph.

      12.3  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.

      12.4  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.

      12.5  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; provided, however, that notwithstanding the provisions of
            this Section 12, both parties agree that any disclosure of the terms
            of this Agreement to lenders to the disclosing party which are bound
            by confidentiality undertakings at least as protective as those
            required by this Section 12, shall not constitute a violation of
            this Section 12. In addition, either party may request consent,
            which consent shall not be unreasonably withheld, from the other
            party to disclose information related to this Agreement to any
            securities or other regulatory authority or to holders or
            prospective purchasers of the requesting parties' securities. Any
            consent provided pursuant to the immediately preceding sentence to
            disclose this Agreement to a securities or other regulatory
            authority shall constitute consent to make such disclosure to the
            same securities or other regulatory authority each time such
            disclosure is required.

13.0  GENERAL INDEMNITY.

      13.1  Each party shall defend, indemnify and hold harmless the other, its
            corporate affiliates and their respective officers, directors,
            employees, and agents and their respective


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            successors and assigns from and against any and all claims, losses,
            liabilities, damages, and expenses (including, without limitation,
            reasonable attorneys' fees), including without limitation, those
            based on contract or tort, arising out of or in connection with a
            claim, suit or proceeding brought by a third party based upon bodily
            injury (including death) or damage to tangible personal property
            (not including lost or damaged data) arising from the negligent or
            intentional acts or omissions of the indemnifying party or its
            subcontractors, or the officers, directors, employees, agents,
            successors and assigns of any of them. 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, without limitation,
            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.

      13.2  The foregoing indemnification obligations are conditioned upon the
            indemnified party, cooperating 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. The indemnified party shall
            promptly notify the indemnifying party in writing of the claim, suit
            or proceeding for which the indemnifying party is obligated to
            provide indemnification under this Section, provided that failure of
            the indemnified party to provide timely notice hereunder shall not
            affect rights of indemnification hereunder, except to the extent
            that the indemnifying party is detrimentally prejudiced thereby. No
            indemnifying party may enter into any settlement of a claim for
            which it is providing indemnification hereunder to the extent that
            it would have a material adverse effect on the indemnified party
            without the prior written approval of the indemnified party, which
            approval shall not be unreasonably withheld.

14.0  PATENT AND COPYRIGHT INFRINGEMENT.

      14.1  Cisco will have the obligation and right to defend any claim, suit
            or proceeding brought against Customer, so far as it is based on a
            claim that any Product supplied hereunder, including any Product
            supplied under any of the Exhibits or Appendices hereto, (a)
            infringes a ******************************************************
            ******************************************************************
            ******************************************************************
            ******************************************************************
            ******************************************* and shall indemnify
            Customer against final judgments entered in such a suit by a court
            of competent jurisdiction or proceeding and against settlements
            arising out of such a claim, suit, or proceeding. Cisco's
            obligations specified in this paragraph will be conditioned on
            Customer notifying Cisco promptly in writing of the claim or threat
            thereof and giving Cisco full and exclusive authority for, and
            information for and assistance with the defense and settlement
            thereof, provided that failure of Customer to provide timely notice
            hereunder shall not affect Customer's rights of indemnification
            hereunder, except to the extent that Cisco is detrimentally
            prejudiced thereby. Customer may participate in the defense of any
            such claim, but may do so at its own expense and Cisco shall have
            sole responsibility with respect to any such claim.

      14.2  If such claim has occurred, or in Cisco's opinion is likely to
            occur, Customer agrees to permit Cisco, at its option and expense,
            either to: (a) procure for Customer the right to continue using the
            Product; (b) replace or modify the same so that it becomes
            non-infringing; or (c) if neither of the foregoing alternatives is
            reasonably available, immediately terminate Cisco's obligations (and
            Customer's rights) under this Agreement with regard to such
            Products, and, if Customer returns such Product to Cisco, refund to
            Customer the price originally paid by Customer to Cisco for such
            Product as depreciated or amortized by an equal annual amount over
            the lifetime of the Products as established


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            by Cisco.

      14.3  Notwithstanding the foregoing, Cisco has no liability for, and
            Customer will indemnify Cisco against, any claim to the extent that
            it is based upon: (a) the combination, operation, or use of any
            Product supplied hereunder with, equipment, devices, or software not
            supplied by Cisco; (b) services offered or used by Customer through
            operation of the Products or revenue received by Customer from its
            services (this exclusion shall not limit Cisco's obligation under
            Section 14.1 with respect to the Product itself); (c) alteration or
            modification of any Product supplied hereunder; or (d) Cisco's
            compliance with Customer's designs, specifications, or instructions.

      14.4  Notwithstanding any other provisions hereof, Cisco shall not be
            liable for any claim based on Customer's use of the Products as
            shipped after Cisco has informed Customer 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.

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

15.0  TERM AND TERMINATION.

      15.1  This Agreement shall commence on the Effective Date and continue
            thereafter for a period of two (2) years, unless extended by written
            agreement of both parties or sooner terminated as set forth below
            (the "Initial Term"). Without prejudice to either party's right to
            terminate this Agreement as set forth in Sections 15.2 to 15.5
            below, the parties may, by mutual written agreement, extend the term
            of the Agreement for the period set forth in such agreement, 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.

      15.2  Cisco may, upon twenty-(20) days written notice, terminate this
            Agreement in the event Customer enters into a binding agreement for
            acquisition or transfer of a 20% interest in Customer to a direct
            competitor of Cisco.

      15.3  This Agreement may be terminated immediately by either party through
            written notice if the other party ceases to carry on business as a
            going concern or becomes the object of the institution of voluntary
            or involuntary proceedings in bankruptcy or liquidation, or a
            receiver or similar officer is appointed with respect to a
            substantial part of its assets.

      15.4  Cisco may terminate this Agreement immediately if Customer
            materially breaches a material provision of this Agreement and fails
            to remedy such material breach within 30 days after written
            notification by Cisco of such material breach. Notwithstanding the
            foregoing, this Agreement may be terminated immediately by Cisco
            without notice (a) in the event of Customer's (i) breach of Section
            9, Proprietary Rights and Software Licensing, or (ii) intentional or
            grossly negligent breach of Section 12, Confidential Information or
            (b) if Exhibit T terminates.

      15.5  Customer shall have the right to terminate this Agreement as
            follows:

            15.5.1 pursuant to the provisions of Section 25.2; or

            15.5.2 if (a) Cisco withholds acceptance of any Purchase Order for
            Products which Purchase Order meets Cisco's then-current published
            (including posting on CCO) lead


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            times, is for a valid configuration and is otherwise consistent with
            the terms and conditions of this Agreement and (b) Customer, if
            Customer placed the Purchase Order or, if an Affiliate placed the
            Purchase Order, such Affiliate, is not then subject to a credit hold
            by Cisco (an "Invalid Rejection") and Cisco fails to cure such
            Invalid Rejection within 30 days after written notification by
            Customer of such Invalid Rejection, which notice references this
            Section 15.5.2. For purposes of this Section 15.5.2, Cisco shall be
            permitted to place Customer or an Affiliate on credit hold if
            Customer or the applicable Affiliate (a) fails to pay any sum
            payable under this Agreement when due, unless such sum is disputed
            in good faith by Customer, (b) ceases to carry on business as a
            going concern or becomes the object of the institution of voluntary
            or involuntary proceedings in bankruptcy or liquidation, or a
            receiver or similar officer is appointed with respect to a
            substantial part of its assets; or (c) fails to respond within 10
            days to a written notice from Cisco or an affiliate of Cisco
            inquiring about any other indicator of severe financial difficulty.

      15.6  Upon termination of this Agreement, (a) Cisco reserves the right to
            cease all further deliveries due against existing orders unless
            Customer 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 26.8, Survival, all rights and licenses of
            Customer hereunder shall terminate except that Customer may continue
            to use, sell and distribute to End Users, in accordance with normal
            business practices and the terms of this Agreement, Products shipped
            to it by Cisco prior to the date of termination, or pursuant to (a)
            above.

      15.7  Additionally, upon termination of this Agreement Customer shall
            immediately return to Cisco all Confidential Information and data
            (including all copies thereof) then in Customer's possession or
            custody or control including, without limitation:

            15.7.1 All technical materials and business plans supplied by Cisco;

            15.7.2 All manuals covering Products; and

            15.7.3 Any customer or prospect lists provided by Cisco.

            retaining only sufficient material to fulfill remaining orders, to
            service and use, for the purposes contemplated by this Agreement,
            the Products and Services purchased pursuant to this Agreement.

      15.8  EACH PARTY AGREES IN THE EVENT OF TERMINATION OF THIS AGREEMENT FOR
            ANY REASON, NEITHER PARTY SHALL HAVE ANY 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 THE OTHER
            PARTY'S BREACH OF THIS AGREEMENT, EVEN IF THE BREACH GAVE RISE TO
            TERMINATION, SUCH LIABILITY BEING GOVERNED BY AND SUBJECT TO THE
            LIMITATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT), SPECIFICALLY
            INCLUDING NO RIGHTS TO DAMAGES OR INDEMNIFICATION FOR COMMERCIAL
            SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE REVENUES OR PROFITS,
            EXPENDITURES FOR PROMOTION OF THE CISCO PRODUCTS, OR OTHER
            COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOOD WILL OF SUCH
            PARTY. EACH PARTY EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO
            COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OF A BUSINESS
            RELATIONSHIP. NOTHING IN THIS SECTION SHALL RELEASE EITHER PARTY
            FROM ANY OBLIGATION WHICH SURVIVES TERMINATION OF THIS AGREEMENT
            PURSUANT TO SECTION 26.8.

16.0  SUPPORT AND DOCUMENTATION.


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      16.1  Support. Services shall be provided by Cisco as set forth in Exhibit
            C. Upon the expiration of this Agreement, including any renewal
            terms thereof, support Services shall be available at Cisco's
            standard rates for such Services for the period for which Cisco is
            obligated to provide support for Products, provided that Cisco shall
            not be required to provide such support where this Agreement was
            terminated due to breach of Sections 7.0, 9.0, 12.0, 18.0 of this
            Agreement or Exhibit C hereto by Customer.

      16.2  Documentation. Cisco shall, upon request, provide or make available
            to Customer one copy (which may be in electronic form) of its
            standard Product documentation free of charge, including user guide
            and CD-ROM. Cisco hereby grants Customer a fully paid, non-exclusive
            license to modify, use, incorporate and reproduce a reasonable
            quantity of such documentation, provided that Cisco's or Customer's
            copyright notice is included in all such copies, but only for the
            purposes of supporting the Products for internal use and Network
            Services and not for distribution to End Users. Customer shall be
            solely responsible for the accuracy of all of its modifications.

      16.3  Manuals. Cisco grants Customer the right to modify, use, incorporate
            and reproduce Cisco's manuals as reasonably required in whole or in
            part for use in connection with Products purchased under this
            Agreement, provided that Cisco's or Customer's copyright notice is
            included in all such copies. Customer shall be solely responsible
            for the accuracy of all of its modifications.

17.0  RECORDS AND AUDIT.

      17.1  If Customer resells any Products as permitted by this Agreement, on
            a quarterly basis, Customer shall prepare and forward reports,
            reasonably required by Cisco, including but not limited to a Point
            of Installation (POI) report by country/by product/by quantity of
            Customer's monthly sales and deployments with respect to such resale
            Products, including all requested End User and Product information.

      17.2  Customer 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 or transfer. If Customer
            resells, exports or transfers any Products, Customer shall make
            these records available for audit by Cisco upon fifteen (15) days
            prior written notice, during regular business hours, at Customer`s
            principal place of business. Any such audit by Cisco shall be
            limited to determining to whom Products were sold, Software usage,
            and any export or transfer of Products.

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

      Customer hereby acknowledges that the Products and technology or direct
      products thereof ("Products and Technology"), supplied by Cisco under this
      Agreement are subject to export controls under the laws and regulations of
      the United States (U.S.). Customer shall comply with such laws and
      regulations governing use, export, re-export, and transfer of Cisco
      Products and Technology and will obtain all required U.S. and local
      authorizations, permits, or licenses. Cisco and Customer 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. Customer agrees to maintain full, true, and accurate records of
      exports, re-exports, and transfers of the Products and Technology,
      purchased and deployed or distributed, according to U.S. and local laws
      (minimum 5 years). Customer acknowledges that detailed information
      regarding compliance with U.S. use, export, re-export, and transfer laws
      may be found at:

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

19.0  FORCE MAJEURE.


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      Except for the obligation to pay monies due and owing, neither party shall
      be liable for any delay or failure in performance due to events outside
      the defaulting party's reasonable control, including without limitation
      acts of God, earthquake, labor disputes, shortages of supplies, actions of
      governmental entities, riots, war, fire, epidemics, or delays of common
      carriers or other circumstances beyond its reasonable control. The
      obligations and rights of the excused party shall be extended on a day to
      day basis for the time period equal to the period of the excusable delay.
      Each party will use commercially reasonable efforts to notify the other of
      a Force Majeure event including, in the case of notice by Cisco, by
      electronic posting on CCO. If a Force Majeure event affecting Cisco's
      ability to perform lasts more than an aggregate of 90 days during any
      360-day period during the Initial Term, the Exclusivity Commitment set
      forth in Exhibit T shall be suspended with respect to the Products
      affected for the remainder of time and to the extent that such Force
      Majeure event is affecting Cisco's ability to perform.

20.0  PRODUCT CHANGES AND CONTINUING SUPPORT.

      20.1  Cisco may make modifications which do not affect compliance of a
            Product with the terms of this Agreement, or which are necessary to
            comply with health, environmental or safety standards or
            governmental regulations or to make the Product non-infringing,
            without prior notice to or consent of Customer and such altered
            Product shall be deemed fully conforming. In cases other than those
            set forth in the foregoing sentence where Cisco announces, including
            by electronic posting, Product discontinuance or changes, Cisco
            shall allow Customer to place a final purchase order for such
            Products for a period of ninety (90) days from the date of
            announcement, with delivery to occur within ************************
            days from date of order.

      20.2  Customer may propose modifications to Products to Cisco at any time.
            Cisco may in its sole discretion accept or reject any proposed
            modification. Unless expressly agreed in writing to the contrary,
            Cisco shall own all intellectual property rights, including patent,
            copyright and trade secret, to any proposed modification or the
            implementation thereof which is based on, adapts, relies upon, is
            made with reference to or uses any Confidential Information or
            intellectual property rights of Cisco.

      20.3  In the event that Cisco discontinues the availability of a Product,
            Cisco shall:

                  20.3.1 with respect to Cisco's ONG 15800 optical Product, (a)
                  make available spare/replacement parts and/or repair Services
                  for the discontinued Hardware for five (5) years from the date
                  of announcement of the discontinuance; and (b) provide an
                  opportunity for Customer to purchase a one-time supply of
                  spare parts to support its reasonable, estimated requirements,
                  in each case subject to availability of component parts and
                  services from third party vendors necessary to provide such
                  spare parts and support; and

                  20.3.2 for all Products other than Cisco's 15800 optical
                  networking Product, if no Product with equivalent or better
                  functionality is available, use commercially reasonable
                  efforts to (a) make available spare/replacement parts and/or
                  repair Services for the discontinued Hardware for five (5)
                  years from the date of announcement of the discontinuance; and
                  (b) provide an opportunity for Customer to purchase a one-time
                  supply of spare parts to support its reasonable, estimated
                  requirements.

            In addition, technical support for each revision of Cisco's standard
            Software for a Product shall be available for three (3) years from
            the date of first commercial shipment of such revision. Cisco agrees
            that during the period for which Cisco is required to provide parts
            and support pursuant to Section 20.3.2, Cisco will use reasonable
            efforts to provide Customer advanced written notice of any pending
            unavailability of component parts or services for the ONG 15800
            optical Product from third party vendors. In addition, if Cisco


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            is unable to provide the spare parts and/or support required by
            Section 20.3.1 above as a result of unavailability of component
            parts or services from third party vendors, Cisco will use
            commercially reasonable efforts to locate a reasonable alternative
            for such third party components and/or services.

      **.*  *****************************************************************
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21.0  COMPLIANCE WITH LAWS.

      21.1  Cisco shall comply with all standards that Cisco has placarded on
            the Products and shall comply with all laws and regulations
            applicable at the site of manufacture to the manufacture 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 Customer relating to the foregoing, Cisco shall provide
            reasonable information and assistance in the resolution of the
            claim. Cisco shall comply with all Customer's reasonable internal
            security rules and procedures; however, Cisco and Cisco's personnel
            or agents shall not be required to sign individual agreements with
            Customer or waive any personal rights regarding same.

      21.2  Except as set forth in Section 21.1 above, Customer 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
            or other competent authority where the products are to be sold or
            deployed (collectively, "Applicable Laws"). Customer hereby
            represents and warrants that: (a) it shall comply with all
            Applicable Laws; (b) this Agreement and each of its terms are in
            full conformance and in compliance with such laws; and (c) it shall
            not act in any fashion or take any action or permit or authorize any
            action which will render Cisco liable for a violation of the U.S.
            Foreign Corrupt Practices Act.

22.0  LIMITATION OF LIABILITY.

      NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF EACH PARTY AND ITS
      SUPPLIERS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE
      LIMITED TO THE GREATER OF THE MONEY PAID TO CISCO UNDER THIS AGREEMENT
      DURING THE ******************** PRECEDING THE EVENT OR CIRCUMSTANCE GIVING
      RISE TO SUCH LIABILITY OR ***********. THIS LIMITATION OF LIABILITY SHALL
      NOT APPLY TO (A) LIABILITY ARISING OUT OF CUSTOMER'S BREACH OF SECTION 9.0
      OR EXHIBIT S, (B) AMOUNTS DUE FOR PRODUCTS AND SERVICES PURCHASED OR
      SOFTWARE USED OR TRANSFERRED WITH RESPECT TO THE PAYMENT OF WHICH NO BONA
      FIDE DISPUTE EXISTS, (C) AMOUNTS DUE UNDER EXHIBIT T OR (D) AMOUNTS PAID
      OR PAYABLE BY CISCO PURSUANT TO ITS OBLIGATIONS UNDER SECTION 14.0. THIS
      LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

23.0  WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES.

      IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR
      ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST
      REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN
      CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY
      HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING


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      ELSE TO THE CONTRARY SET FORTH HEREIN, NONE OF THE FOLLOWING SHALL BE
      CONSIDERED CONSEQUENTIAL DAMAGES FOR PURPOSES OF THIS SECTION 23.0: (A)
      LIABILITY ARISING OUT OF CUSTOMER'S BREACH OF SECTION 9.0 OR EXHIBIT S,
      (B) AMOUNTS DUE FOR PRODUCTS AND SERVICES PURCHASED OR SOFTWARE USED OR
      TRANSFERRED WITH RESPECT TO THE PAYMENT OF WHICH NO BONA FIDE DISPUTE
      EXISTS, (C) AMOUNTS DUE UNDER EXHIBIT T OR (D) AMOUNTS PAID OR PAYABLE BY
      CISCO PURSUANT TO ITS OBLIGATIONS UNDER SECTION 14.0.

24.0  NOTICES.

      All notices required or permitted under this Agreement will be in writing
      and will be deemed given: (a) when delivered personally; (b) when sent by
      confirmed facsimile or electronic mail (in the case of Cisco to
      "contract-notice@cisco.com", and in the case of Customer to
      terry.wingfield@velocita.com) (provided that the original document is
      placed in air mail/air courier or delivered personally, within seven days
      of the facsimile electronic notice); (c) three (3) days after having been
      sent by registered or certified mail, return receipt requested, postage
      prepaid (or six (6) days for international mail); or (d) one (1) day after
      deposit with a commercial express courier specifying next day delivery (or
      two (2) days for international courier packages specifying 2-day
      delivery), 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.

25.0  PERFORMANCE FAILURES

      **.*  ******************************************************************
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            *************************

      **.*  *******************************************************************
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26.0  GENERAL.

      26.1  CHOICE OF LAW. The validity, interpretation, and performance of this
            Agreement shall be controlled by and construed under the laws of the
            State of California, United States of America, as if performed
            wholly within the state and without giving effect to the principles
            of conflicts of law, and the State and federal courts of California
            shall have jurisdiction


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            over any claim arising hereunder. The parties specifically disclaim
            the UN Convention on Contracts for the International Sale of Goods.
            Notwithstanding the foregoing, either party may seek interim
            injunctive relief in any court of appropriate jurisdiction with
            respect to any alleged breach of such party's proprietary rights.

      26.2  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.

      26.3  ASSIGNMENT. Neither party may assign its rights or obligations or
            delegate its duties 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. Either party may withhold consent to
            assignment to a third party which the party reasonably believes is
            or is likely to be a competitor, 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.

      26.4  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.

      26.5  ATTORNEYS' FEES. In any suit or proceeding relating to this
            Agreement the prevailing party will have the right to recover from
            the other its costs and reasonable fees and expenses of attorneys,
            accountants, and other professionals incurred in connection with the
            suit or proceeding, including costs, fees and expenses upon appeal,
            separately from and in addition to any other amount included in such
            judgement. This provision is intended to be severable from the other
            provisions of this Agreement, and shall survive and not be merged
            into any such judgement.

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

      26.7  URL. Customer hereby confirms that it has the ability to access the
            information made available by Cisco at CCO and the world wide web
            sites/URLs/addresses/pages referred to in Section 18.0 or Exhibit S
            of this Agreement. Any terms and conditions found on such
            websites/URLs/addresses/pages shall apply to this Agreement only to
            the extent they are not inconsistent with any of the express terms
            and conditions of this Agreement. Customer acknowledges that Cisco
            may modify any URL address or terminate the availability of any
            information at any address without notice to Customer.

      26.8  SURVIVAL. Sections 10, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23,
            24, 26, the license to use the Software set out in Section 9 and
            Exhibit S (subject to the termination provisions set forth in
            Exhibit S) and Exhibit B-1 shall survive the termination of this
            Agreement.

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


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--------------------------------------------------------------------------------
                                   EXHIBIT A
                               CUSTOMER TERRITORY
--------------------------------------------------------------------------------
           United States


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                                   EXHIBIT B

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                                   EXHIBIT B

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                                   EXHIBIT B

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                                  EXHIBIT B-1

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                                   EXHIBIT C

           PROVISIONED NETWORK SUPPORT PROGRAM ("Support Agreement")
--------------------------------------------------------------------------------

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)    "CCO" means Cisco Connection Online, Cisco's suite of online
            services and information.

      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
            Support 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)    "Optical Networking Group (ONG)" means Products with optical
            solutions comprising Internet scale, carrier class switch/routers,
            transport platforms and extenders, and wavelength routers capable of
            supporting optical networking applications with reliability,
            availability, and serviceability.

      i)    "RMA" means Return Material Authorization, which is further
            described in Section 2e of SP Base Appendix.

      j)    "Service" means all services provided by Cisco under this Support
            Agreement.

      k)    "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.

      l)    "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 Customer, Cisco shall provide the support services as
      set forth in the base support program ("SP Base") and the support options
      selected under Appendices A-2 to A-7. Customer shall pay applicable fees
      for SP Base and any support options selected and shall comply with the
      respective support obligations identified thereunder. The Appendices
      supplement the Support Agreement, and all the terms and conditions of
      Support Agreement apply to the Appendices; provided, that to the extent
      that there is a conflict between Support Agreement and the Appendices, the
      terms of this Appendices shall take precedence over the terms and
      conditions of the Support Agreement with regards to the subject matter
      described therein.

3.0   SERVICES NOT COVERED UNDER THIS SUPPORT AGREEMENT

      a)    Any customization or installation of Software (including
            installation of Updates).

      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 Customer or use by
            Customer other than as specified in the applicable Cisco-supplied
            Documentation.

      c)    Any Hardware, or third party hardware or software, upgrade required
            to run new or updated Software.


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

      e)    Electrical or site work external to the Products.

      f)    Services to resolve software or hardware problems resulting from
            third party product or causes beyond Cisco's control, or Customer's
            failure to perform its responsibilities under this Support
            Agreement.

      g)    Any non-IOS(TM)Software Updates including for Application Software,
            unless stated otherwise.

      h)    Services for non Cisco Software installed on any Hardware.

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

      j)    Any expenses incurred to visit Customer'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)    Pricing for Services provided under this Support Agreement shall be
            as set forth in Exhibit C-2, except that in the case of Professional
            Services provided under this Support Agreement the pricing of such
            Professional Services shall be at Cisco's then current list price at
            the time the Statement of Work is executed by both Cisco and the
            Customer, or as specified in the Statement of Work. All stated
            prices are exclusive of any taxes, fees and duties or other amounts,
            however designated, and including without limitation value added and
            withholding taxes which are levied or based upon such charges, or
            upon this Support Agreement (other than taxes based on the net
            income of Cisco). Any taxes related to Services purchased or
            licensed pursuant to this Support Agreement shall be paid by
            Customer or Customer 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.

      b)    Upon and subject to credit approval by Cisco, payment terms shall be
            net thirty (30) days from invoice date. Unless otherwise specified,
            all Services shall be invoiced annually in advance. Professional
            Services shall be invoiced as set forth in the Statement of Work.
            All payments shall be made in U.S. currency. If at any time Customer
            is delinquent in the payment of any invoice or is otherwise in
            breach of this Support Agreement, Cisco may, in its discretion, and
            without prejudice to its other rights, withhold entitlement to any
            Services. Any sum not paid by Customer when due shall bear interest
            until paid at an annual rate equal to the Prime Rate plus 2% per
            annum or the maximum rate permitted by law, whichever is less.

5.0   SOFTWARE LICENSE

      a)    Customer acknowledges that it may receive Software as a result of
            Services provided under this Support Agreement. Customer agrees that
            it is licensed to use such Software only on Hardware covered under
            this Support Agreement (except as otherwise authorized in the
            Software documentation) and subject to the terms and conditions of
            the Software license contained in the Agreement. Customer shall not:
            (i) copy, in whole or in part, Software or documentation, except
            that Customer may make one copy of the Software for archival
            purposes; provided that Customer affixes to such copy all copyright,
            confidentiality and proprietary notices that appear on the original;
            (ii) modify the 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. Software will be
            delivered electronically via a download from Cisco's CCO web site
            unless otherwise specified by Cisco.

      b)    When Customer upgrades Software to a new release, it shall not be
            permitted to continue to use a previous release and the new release
            concurrently, e.g., only one licensed copy of the Software may be
            used at a time, except for a limited amount of time for parallel
            testing, but under no circumstances may more than one release be in
            production at any one time.

6.0   ENTITLEMENT

      Customer 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 Customer's


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      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

      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************

8.0   SECURITY

      Cisco agrees to comply with all Customer's reasonable internal security
      rules and procedures; however, Cisco's personnel or agents shall not be
      required to sign individual agreements with Customer or waive any personal
      rights.

9.0   THIRD PARTY MAINTENANCE PROVIDERS

      Cisco reserves the right to subcontract services to a third party
      maintenance organization to provide Services to Customer.

10.0  CONFLICT OF TERMS

      To the extent that there is a conflict between this Support Agreement and
      the Agreement, the terms of this Support Agreement shall take precedence
      over the terms and conditions of the Agreement with regards to the subject
      matter described herein.


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--------------------------------------------------------------------------------
                                   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 Products, and
            includes:

            i)    CCO Access. Cisco will provide registered user access to CCO.

            ii)   Technical Support.

                        (1)   Assisting the Customer 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 Customer Technical Assistance Center
                              (TAC). Cisco will respond to the Customer 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, unless otherwise stated in this
                              Appendix, Cisco will provide a Maintenance Release
                              to the Customer for the Software experiencing the
                              problem or provide a Software image, as Customer
                              and Cisco agree.

                        (4)   Managing the Problem Prioritization and Escalation
                              Guideline described in Appendix B.

            iii)  Software Support.

                        (1)   Providing Updates (exclusive of ONG Products), if
                              available, via CCO and/or upon request. Software
                              support of ONG Products under SP Base is limited
                              to Minor and Maintenance Releases. Major Releases
                              of ONG Software are available at Cisco's then
                              current list price under this Agreement.

                        (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 Customer to upgrade to a supported
                              release.

2.0   SERVICE RESPONSIBILITIES OF CUSTOMER

      Customer will meet the obligations below and in any applicable appendices.

      a)    Customer will request Product to be covered by submitting a
            Equipment Schedule as described in Appendix C.

      b)    Customer will provide a priority level as described in Appendix B
            for all calls placed with Cisco.

      c)    Customer shall provide, at no charge to Cisco, reasonable electronic
            access to Customer's network or the Software, as applicable, through
            the Internet or via modem, as determined by Cisco to be required in
            accordance with Cisco's remote access procedures in order to
            establish a data communication link between Customer and Cisco, such
            that problems may be diagnosed and corrected remotely. Customer also
            agrees to make available to Cisco current system passwords as
            necessary to provide such remote diagnosis and support.

      d)    Customer agrees to use the latest Update and latest third party
            software release if required to correct a reported Software problem.

      e)    Returns Coordination. Customer will comply with the following
            procedure for all failed Hardware returned by Customer:

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

            ii)   Customer shall comply with Cisco's RMA procedure:

                  (1)   Customer 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)   Customer 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.


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

      g)    Customer agrees to pay all travel and out-of-pocket expenses if
            Cisco is requested by Customer to perform on-site services or
            services outside the scope of this Appendix. Engineering time will
            be billed at the then-current applicable time and materials rates.
            Cisco reserves the right to charge for travel time.


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                                  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 problem diagnosis and determination that a replacement
            part is required and ending when such replacement part is delivered
            onsite.

      c)    "Two-Hour Response" means the two (2) hour time period commencing
            upon Cisco's problem diagnosis and determination that a replacement
            part is required and ending when such replacement part is delivered
            onsite

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 Customer, 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 Customer returns failed Hardware to
            Cisco for replacement. Cisco will use commercially reasonable
            efforts to replace Hardware within ten (10) business days after
            receipt from Customer.

      b)    Advance Replacement Service. Except for Next Business Day ("NBD") or
            Same Day Shipment ("SDS"), availability of the Four-Hour Response
            services is restricted to within one hundred (100) miles of a parts
            depot and availability of the Two-Hour Response service is
            restricted to within twenty-five (25) 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.

            (ii)  8x5x4 Advance Replacement service provides Hardware delivered
                  onsite 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
                  onsite 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 onsite delivery of the
                  replacement part.

            (iv)  24x7x2 Advance Replacement service provides Hardware delivered
                  onsite twenty-four (24) hours per day, seven (7) days per
                  week, including Cisco-observed holidays.

                  Cisco will use commercially reasonable efforts to provide
                  Two-Hour Response for onsite delivery of the replacement part.

            3.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CUSTOMER UNDER THIS
                  APPENDIX

      a)    Customer will provide sixty (60) days Notice to Cisco of any
            requested addition(s) to the Equipment Schedule.

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


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                                  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 a replacement part is required and
            ending when such replacement part is delivered and/or service
            personnel arrives onsite.

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

      c)    "Two-Hour Response" means the two (2) hour time period commencing
            upon Cisco's problem diagnosis and determination that a replacement
            part is required and ending when such replacement part is delivered
            and/or personnel arrives onsite

2.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS APPENDIX ONSITE
      SUPPORT.

      In addition to SP Base Support, where available, Cisco shall provide the
      following Onsite Remedial Hardware Maintenance options. Availability of
      Onsite Four-Hour Response support is restricted to within fifty (50) miles
      (in the U.S.) or seventy-five (75) kilometers (outside the U.S.) of an
      authorized service location. Availability of Onsite Two-Hour Response
      support is restricted to within twenty-five (25) miles of an authorized
      service location. Hardware will be either new or equivalent to new at
      Cisco's discretion. In addition, for Cisco's optical networking Products,
      availability of the following service options may be further restricted.

      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)   Onsite 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 onsite
                  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)   Onsite Hardware support 9:00 AM to 5:00 PM local time Monday
                  through Friday excluding Cisco-observed holidays; and

            (ii)  Cisco will use commercially reasonable efforts to provide
                  Four-Hour Response for onsite Hardware support requests.

      d)    Level 3 onsite support provides, in addition to the basic services:

            (i)   Onsite Hardware support twenty-four (24) hours per day, seven
                  (7) days per week, including Cisco-observed holidays; and

            (ii)  Cisco will use commercially reasonable efforts to provide
                  Four-Hour Response for onsite Hardware support requests.

      e)    Level 4 onsite support provides, in addition to the basic services:

            (i)   Onsite Hardware support twenty-four (24) hours per day, seven
                  (7) days per week, including Cisco-observed holidays; and

            (ii)  Cisco will use commercially reasonable efforts to provide
                  Two-Hour Response for onsite Hardware support requests.

3.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CUSTOMER UNDER THIS APPENDIX

      a)    Customer will provide sixty (60) days Notice to Cisco of any
            requested addition(s) to the Equipment List.

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

      c)    Customer agrees to notify Cisco, using CCO, of Product on the
            Equipment List, which Customer has


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            moved to a new location. Customer agrees to make such notification
            within thirty (30) days of Product relocation.

      d)    Customer 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)    Customer agrees to back up Software images and configurations on a
            regularly scheduled basis and to provide such images and
            configurations to on-site personnel in connection with Remedial
            Hardware Maintenance activities.

      f)    Customer agrees to provide Telnet File Transfer Protocol ("TFTP")
            capabilities or internet access for the purpose of downloading
            Software images by on-site personnel as necessary.


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                                  APPENDIX A-4
                         SERVICE OPTIONS - CPE SUPPORT
--------------------------------------------------------------------------------

1.0   ADDITIONAL DEFINITIONS.

      a)    "CPE" means low end local area network (LAN) or low end wide area
            network (WAN) products installed at Customer's end user premises or
            high end LAN/WAN products installed at Customer's end user premises
            as specified under Categories C and D in the current Cisco Product
            price list.

      b)    "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.

      c)    "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.
            Customer shall not report software bugs to Cisco prior to attempting
            to identify the source of such bugs and testing in Customer's
            network where appropriate. If the Customer cannot duplicate the bug
            in Customer's network, Customer and Cisco will cooperate in
            attempting to replicate and resolve related software bugs in either
            Customer's or Cisco's test facility as mutually agreed. In all cases
            Customer will address software bugs on a best effort basis to
            replicate same in Customer's network and document activity to Cisco
            before seeking further resolution with Cisco's participation.

      d)    "Level 3 Support" means fixing or generating workarounds for Product
            bugs and troubleshooting bugs that were diagnosed but not resolved
            during Customer's Level 1 or Level 2 support.

2.0   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)    Assisting the Customer by providing Level 3 Support by telephone,
            facsimile, or electronic mail (for information related to CPE
            product use, configuration and troubleshooting).

      b)    Customer may return failed hardware to Cisco for replacement.

      c)    Cisco will use commercial reasonable efforts to replace the hardware
            within ten (10) business days after receipt of failed Hardware from
            the Customer. Cisco will ship replacement parts to the Customer's
            facility. This support service is included in the CPE fee for three
            years. Additional hardware replacement options are available at
            additional cost.

3.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CUSTOMER UNDER THIS APPENDIX

      a)    Customer will manage all CPE support-related calls and address all
            Level 1 and Level 2 calls prior to calling into the TAC.

      b)    Customer is responsible for shipment of replacement parts, provided
            by Cisco, to its customer's premises.

      c)    Returns Coordination. Customer shall comply with procedure described
            in Appendix A, SP Base Support for all failed Hardware returned by
            Customer.

      d)    Customer will provide sixty (60) days Notice to Cisco of any
            requested addition(s) to the Equipment Schedule.

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


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                                  APPENDIX A-5
                 SERVICE OPTIONS - SOFTWARE APPLICATION SERVICE
--------------------------------------------------------------------------------

1.0   ADDITIONAL DEFINITIONS

      1.1   "ICSG Software" means the Software made available by Cisco's
            Internet Communications Software Group ("ICSG") and includes but is
            not limited to the Software in the following product lines: Cisco
            NAM software, Cisco ICM software, Cisco Customer Interaction Suite
            software, Cisco uOne software and other Software which Cisco
            designates as ICSG Software.

      1.2   "Third Party Products" means third party hardware and software, and
            all upgrades thereto, that are designated by Cisco as required for
            (i) the operation of Software in conformance with Cisco's applicable
            Software documentation, and (ii) Cisco's support of the Software in
            accordance with this Appendix.

2.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS APPENDIX SOFTWARE
      APPLICATION SERVICE

      This Appendix is intended to supplement a current maintenance agreement
      (SP Base) for Software. 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 Customer 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
                  Customer 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
                  Maintenance Release to the Customer for the Software
                  experiencing the problem, as follows: (a) via download from
                  CCO (as available), and/or (b) shipment of Software media via
                  express transportation (freight and insurance charges
                  included). Requests for alternate carriers will be at
                  Customer's expense.

            2.1.5 Support any release of Software (except ICSG 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. Support the most current Major Release and
                  the immediately preceding Major Release of ICSG Software, and
                  all Minor Releases released subsequent thereto, meaning that
                  errors in such releases will be corrected either by means of a
                  patch or correction to such releases, or in a subsequent
                  release. Notwithstanding the foregoing, in the event that
                  Cisco no longer makes an ICSG Software program commercially
                  available for sale to its customers, then Cisco shall provide
                  Support for the last Major Release and the immediately
                  preceding Major Release for two (2) years following the date
                  Cisco withdraws such ICSG Software from commercial
                  availability.

            2.1.6 Provide access to CCO. This system provides the Customer 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 Maintenance
                  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 Updates:

            In consideration of the fee paid by the Customer for Software
            Application Support Plus Updates, the following Services shall be
            provided in accordance with the provisions of this Appendix. Except
            with respect to ICSG Software, the fee for Software Application
            Support Plus Updates shall be in addition to the fee for Software
            Application Support. With respect to ICSG Software, the fee for
            Software Application Support Plus Updates includes the Services
            described in Section 2.1 for Software Application


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            Support.

            2.2.1 Provide Updates for Software supported under this Appendix, as
                  follows: (a) via download from CCO (as available), and/or (b)
                  shipment of Software media to Customer via express
                  transportation (freight and insurance charges included).
                  Requests for alternate carriers will be at Customer's expense.

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

3.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CUSTOMER UNDER THIS APPENDIX

      3.1   Customer will provide current Major Release shipment contact
            information (as necessary), as follows; contact name, title,
            address, email address, or FAX number.

      3.2   For ICSG Software, in addition to the other responsibilities in this
            Appendix, Customer:

o     shall designate at least one (1), but not more than three (3), technical
      representative(s) at Customer's centralized ICSG Software site, who have
      attended appropriate ICSG Software courses at Cisco, to act as the primary
      technical interface to the TAC;

o     is responsible for all reasonable efforts to verify the existence of an
      ICSG Software problem prior to requesting support from the TAC;

o     shall be responsible for acquiring, installing, configuring and providing
      technical support for all (i) Third Party Products, including upgrades
      thereto required by Cisco or the supplier of Third Party Products or
      services related thereto, and (ii) network infrastructure, including but
      not limited to local and wide area data networks and Customer premise
      equipment required by Cisco for operation of the ICSG Software. Customer
      shall obtain authorization from Cisco prior to making any software,
      hardware or network configuration changes relative to the ICSG Software;
      and

o     acknowledges that certain ICSG Software requires that Customer must
      maintain its entire ICSG Software implementation currently in use under
      Software Application Services in order for Cisco to provide Software
      Application Services for any portion of such ICSG Software implementation.

4.0   ADDITIONAL SERVICES NOT COVERED UNDER THIS APPENDIX

      4.1   With respect to ICSG Software, Software Application Support (as
            described in Section 2.1 of this Appendix) is provided only as part
            of Software Application Support Plus Updates (as described in
            Section 2.2). Software Application Support may not be purchased.

      4.2   Support of Deliverables.

      4.3   Support of Third Party Products.

      4.4   Hardware repair and replacements.

5.0   FEES

      5.1   Notwithstanding anything to the contrary, Services fees for ICSG
            Software are non-discountable.

      5.2   Services fees for ICSG Software shall be invoiced annually in
            advance.

      5.3   Certain Software for which support has lapsed may be subject to
            Cisco's prevailing reinstatement fees.


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                                  APPENDIX A-6
   SERVICE OPTIONS - SERVICE PROVIDER-ADVANCED CONSULTING SERVICES ("SP-ACS")
--------------------------------------------------------------------------------

1.0   ADDITIONAL DEFINITIONS

      a)    "CCIE" means Cisco Certified Internetworking Expert.

      b)    "Designated Engineer" means, a designated SP-ACS engineer acting as
            the primary interface with Customer for its internal network.

      c)    "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.

      d)    "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.
            Customer shall not report software bugs to Cisco prior to attempting
            to identify the source of such bugs and testing in Customer's
            network where appropriate. If the Customer cannot duplicate the bug
            in Customer's network, Customer and Cisco will cooperate in
            attempting to replicate and resolve related software bugs in either
            Customer's or Cisco's test facility as mutually agreed. In all cases
            Customer will address software bugs on a best effort basis to
            replicate same in Customer's network and document activity to Cisco
            before seeking further resolution with Cisco's participation.

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

      f)    "Network Audits" means SP-ACS reports based on network node activity
            collected by Monitoring Tools.

      g)    "Network Reports" means reports produced manually or otherwise as a
            result of the use of Monitoring Tools and include but are not
            limited to data regarding network performance and availability.

      h)    "NSA Reports" means Network Audits and Network Reports.

2.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CISCO UNDER THIS APPENDIX.

      This Appendix is intended to supplement a current maintenance agreement
      (SP Base) for Cisco products and is only available where all Product(s) in
      Customer's network is supported under such agreement with Cisco. Upon
      selection, a Customer-Advanced Consulting Services ("SP-ACS") engineer is
      available for support of multiprotocol networks. Cisco will:

      a)    Designate a SP-ACS Engineer ("Designated Engineer") to act as the
            primary interface with Customer for its internal network.

      b)    Schedule with Customer, as mutually agreed, quarterly visits to
            Customer's site to review Customer's network and operations. Cisco
            will also review with Customer 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 Customer to relevant
            and severe known bugs that may impact Customer using commercially
            reasonable efforts.

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

      e)    Review Customer's network equipment software versions and provide
            recommendations to install alternate revisions based on knowledge of
            bugs that may impact Customer.

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

      g)    Make available, upon written request, a designated support contact
            on a 24-hour 7-day a week standby basis to remotely assist Customer
            in major network service changes (e.g. major Hardware or Software
            upgrade(s), major site installation(s)). Customer 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 Customer requires additional services, the parties
            agree to negotiate in good faith the terms, conditions and prices
            for such additional Services.

      h)    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
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            Customer acknowledges that Cisco shall retain full right, title and
            interest to the Monitoring Tools.

      i)    Provide annually the two (2) Network Audits selected by Customer out
            of the currently available Network Audits under the SP-ACS Program.
            The Network Audits selected by the Customer will be conducted using
            the Monitoring tools that have been provided by Cisco.

      j)    Provide annually up to four technical update meetings with the
            customer staff each with a duration of up to 4 hours. These meetings
            will be conducted at the customer site by the Designated Engineer or
            another senior engineer within the SP-ACS team with a purpose of
            providing a technical update training on a topic that is mutually
            agreed upon and relevant to the products and technologies existing
            on the Customer network.

3.0   ADDITIONAL SERVICE RESPONSIBILITIES OF CUSTOMER UNDER THIS APPENDIX

      a)    Designate at least two (2) but not more than six (6) senior
            technical representatives, who must be Customer's employees in a
            centralized Network Support Center ("NSC"), to act as the primary
            technical interface to the Designated Engineer. Customer 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)    Customer's NSC shall maintain centralized network management for all
            networks supported under this Appendix.

      d)    Provide Level 1 Support and Level 2 Support.

      e)    Specify the features or technologies and Products desired for the
            Customer network equipment prior to Cisco's review of network
            equipment software versions.

      f)    Provide reasonable electronic access to Customer's network to assist
            the team in providing support.

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

      h)    Customer shall select two (2) of the currently available Network
            Audits under the SP-ACS program for network analysis and reporting.
            Customer must ensure that Monitoring Tools are permanently in place
            to obtain Network Audits.

      i)    Customer shall inform Cisco of training topics based on Products or
            technologies existing on customer networks. Confirm training dates
            between Cisco and customers, ensure the presence of Customer
            technical representatives at the training sessions and ensure a
            conference room suitable for 10 persons with an overhead
            projector/data show equipment, in order to facilitate any audio
            visual treatment, is available at customer facility.

      j)    In respect of Monitoring Tools provided by Cisco and located at
            Customer's site, Customer shall ensure that such Monitoring Tools
            are located in a secure area, within a network environment protected
            within a firewall and on a secure LAN, under lock and key and with
            access restricted to those Customer employee(s) or contractor(s) who
            have a need to access the Monitoring Tools and/or a need to know the
            contents of Network Reports or the output of Monitoring Tools.

      k)    Provide Cisco with the information necessary to support Customer'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.).

      l)    Customer hereby indemnifies Cisco for any damage to or loss or theft
            of Monitoring Tools while in Customer's custody. Customer 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 Customer that the Monitoring
            Tool(s) be returned to Cisco.

      m)    LIMITATIONS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS
            SOLELY RESPONSIBLE FOR DETERMINATION AND IMPLEMENTATION OF ITS
            NETWORK DESIGN


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            REQUIREMENTS. CUSTOMER 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
            (A) ANY DISCLOSURE OF THE CONTENTS OR OUTPUT OF NSA REPORTS AND/OR
            MONITORING TOOLS BY CUSTOMER'S EMPLOYEE(S) OR THIRD PARTY(S); (B)
            THE SECURITY OF CUSTOMER'S NETWORK OR FOR ANY UNAUTHORIZED ACCESS TO
            SUCH NETWORK BY CUSTOMER'S EMPLOYEE(S), CONTRACTOR(S), OR THIRD
            PARTY(S); OR (C) 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 Customer 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 Customer that the Monitoring Tool(s) be returned
      to Cisco. Customer shall have no right, and Customer 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 Customer is entitled to 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 Customer's written request and
            mutual agreement between Customer and Cisco at Cisco then-current
            SP-ACS 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 is not covered under this Appendix. In
            addition, no right, use or license to Cisco's Software is conveyed
            under this Appendix, and Customer acknowledges it will obtain no
            such rights hereunder.


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                                  APPENDIX A-7
                    SERVICE OPTIONS - PROFESSIONAL SERVICES
--------------------------------------------------------------------------------

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 Customer 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 Customer which defines the Services to be performed under
            this Appendix, and the Deliverables to be provided, in a document
            which references the Support Agreement to which this Appendix is
            attached.

2.0   NETWORK ROLLOUT PLAN

      Within a reasonable amount of time after the Effective Date of this
      Agreement, the parties shall develop a document which details the
      anticipated deployment by Customer of Products and Services during the
      Initial Term (the "Network Rollout Plan"). The Network Rollout Plan shall
      include anticipated dates and/or timelines for deployment of Products at
      Customer sites and proposed deadlines for other activities contemplated by
      the parties in connection with Customer's deployment of Products into its
      network. The Network Rollout Plan shall serve as a guide pursuant to which
      the Parties shall mutually agree upon Statements of Work to describe in
      more detail the binding obligations of the parties with respect to
      individual projects related to the Network Rollout Plan (each a
      "Project"). A Project may consist of (a) all of the Professional Services
      activities Cisco will perform at an individual site or several sites, (b)
      a discrete set of activities Cisco will perform at an individual site or
      several sites or (c) a combination of (a) and (b). The Network Rollout
      Plan shall be a reference document only and is not binding on either
      party; provided that the SOWs which are created pursuant to the Network
      Rollout Plan shall be mutually binding contractual documents.

3.0   SERVICES AND STATEMENT OF WORK

      a)    Cisco will make available and manage Services as described in a SOW
            which references the Support Agreement to which this Appendix is
            attached. 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 Customer. Each SOW will become part of this Appendix by
            this reference when signed by Cisco and Customer and shall include:

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

            ii)   A description of any Deliverables to be delivered by Cisco to
                  Customer pursuant to the SOW;

            iii)  An estimated performance schedule including milestones and any
                  Critical Milestones, if applicable;

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

            v)    Pricing and payment terms; and

            vi)   Identification of Cisco and Customer contacts.

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

4.0   PRICES AND FEES.

      Customer will pay for all Professional Services rendered and Deliverables
      provided pursuant


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      to this Appendix as set forth in the Support Appendix and the applicable
      SOW. In addition to the fees stated in a SOW, Customer shall reimburse
      Cisco for reasonable travel and out-of-pocket expenses actually incurred
      for on-site Professional Services requested by Customer. Cisco reserves
      the right to charge for travel time.

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

      b)    License. Cisco grants Customer a license regarding the services and
            deliverables as necessary in the conduct of Customer's own business.
            Pursuant to the terms of Section 5 of the Support Agreement, this
            license is perpetual provided Customer 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 Customer. Except as otherwise set forth herein,
            Customer shall own all right, title and interest in Customer
            intellectual property that is wholly developed and owned by Customer
            prior to the Effective Date of this Agreement or independently
            developed by Customer 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
            Customer under this Appendix or any SOW hereunder. This shall
            include any derivatives, improvements or modifications of Cisco or
            Customer intellectual property developed, designed or discovered
            under this Appendix or any SOW issued hereunder. Customer agrees to
            assign and does hereby assign to Cisco all rights Customer 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. Customer 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 Customer as a direct result of Customer
            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, Customer
            hereby waives any and all moral rights, including without limitation
            any right to identification of authorship or limitation on
            subsequent modification that Customer (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.

6.0   CUSTOMER SECURITY REGULATIONS/WORK POLICY

      a)    Customer shall provide to Cisco, and Cisco shall ensure that its
            personnel or subcontractors make commercially reasonable efforts to
            comply with Customer's security regulations in their activities at
            Customer sites or in connection with Customer systems; however,
            Cisco's personnel or agents shall not be required to sign individual
            agreements with Customer or waive any personal rights such personnel
            or agents might have.

      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 Customer while working on
            Customer's premises.

7.0   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 Customer
      breaches any of its confidentiality or other obligations hereunder, Cisco
      shall be entitled to equitable relief to protect its interests therein,


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      including but not limited to injunctive relief, as well as monetary
      damages.

8.0   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 Appendix (and all SOWs issued
            hereunder) and/or the individual SOW by giving notice effective
            immediately.

      b)    Upon termination of this Support Agreement and/or any SOWs, Customer
            shall pay Cisco for all work performed under the affected SOW(s) up
            to the effective date of termination at the agreed upon prices, fees
            and expense reimbursement rates set forth in the relevant SOW(s).

      c)    In addition Customer 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
            Customer in connection with the terminated work for which Cisco has
            not been paid in the course of performance or under Section 3 above;
            or (ii) a certificate certifying that through its best efforts,
            Customer has destroyed the original and all copies of such
            Deliverables and related materials.


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--------------------------------------------------------------------------------
                                   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.
Customer must assign a priority to all problems submitted to Cisco. With respect
to ICSG Software under the Software Application Services Appendix A-5,
references to "network" in the problem priority definitions below shall be
replaced with "ICSG Software implementation" and shall not refer to a network or
in any other way imply that Cisco's obligations under the Software Application
Services Appendix A-5 extend beyond the boundaries of the ICSG Software.

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 Customer to reference this guide when Customer-initiated
escalation is required. If Customer does not feel that adequate forward
progress, or the quality of Cisco service is not satisfactory, Cisco encourages
Customer 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               Technical
                                President,         Support Director
                                Customer
                                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 Customer with updates. Cisco recommends that
Customer-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.


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ACCESSING TAC:

For all Products except ICSG Software:

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

For ICSG Software:                    +1-888-847-8162 (within the United States)
                                      +1-978-458-4362


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--------------------------------------------------------------------------------
                                   APPENDIX C

                               EQUIPMENT SCHEDULE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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)
---------------------------------------------------------------------------------------------------------------------------
  SP-ACS Option                            Contract # ____________                                    Not Applicable
  SP-ACS 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.


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--------------------------------------------------------------------------------
                                  EXHIBIT C-2

*******************************************************************************


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*******************************************************************************


                                       47
<PAGE>
-------------------------------------------------------------------------------
                                   EXHIBIT D
                    NETWORKED COMMERCE ENROLLMENT ATTACHMENT
-------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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


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--------------------------------------------------------------------------------
                                   EXHIBIT D
                                  ATTACHMENT 1
                NETWORKED COMMERCE AGENTS ENROLLMENT ATTACHMENT
                         CUSTOMER AUTHORIZED USER FORM
--------------------------------------------------------------------------------

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

            NAME (FIRST & LAST)      JOB TITLE         USER ID
        --------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>
--------------------------------------------------------------------------------
                                   EXHIBIT E

                            CUSTOMER AFFILIATE LIST
--------------------------------------------------------------------------------

PF.Net Supply Corp.

PF.Net Network Services Corp.

PF.Net Virginia Corp.

PF.Net Virginia, LLC

PF.Net Construction Corp.

PF.Net Property Corp.


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--------------------------------------------------------------------------------
                                   EXHIBIT S
                     END USER LICENSE AND SOFTWARE WARRANTY
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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


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

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

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

THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE
TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS
LIMITED TO BACKUP PURPOSES ONLY.

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

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

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

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

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

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


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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.

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

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

DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A
COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE
EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE
EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. BECAUSE
SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES
YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if
the express warranty set forth above fails of its essential purpose.

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

The Warranty and the Software License shall be governed by and construed in
accordance with the laws of the State of California, without reference to
principles of conflict of laws, provided that for Customers


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<PAGE>

located in a member state of the European Union, Norway or Switzerland, English
law shall apply. The United Nations Convention on the International Sale of
Goods shall not apply. If any portion hereof is found to be void or
unenforceable, the remaining provisions of the Warranty and the Software License
shall remain in full force and effect. Except as expressly provided herein, the
Software License constitutes the entire agreement between the parties with
respect to the license of the Software and supersedes any conflicting or
additional terms contained in the purchase order

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


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CISCO SYSTEMS
[LOGO](R)
--------------------------------------------------------------------------------
                                   EXHIBIT G

           TERMS AND CONDITIONS FOR CISCO OPTICAL NETWORKING PRODUCTS
--------------------------------------------------------------------------------

1.0   SCOPE

      This Exhibit sets forth the terms and conditions for the purchase of Cisco
      15xxx series of optical networking products ("Optical Products"). Except
      as otherwise permitted in Section 2.2 of the Agreement, Customer shall
      have no right to resell the Optical Products. The terms and conditions of
      the Customer Agreement ("Agreement") shall apply to Customer's purchase of
      the Optical 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 Customer's
      purchase of any other Cisco Products.

2.0   PRICES.

      Prices for the Optical Products shall be as set forth in Exhibit B to the
      Agreement.

3.0   LIMITED WARRANTY.

      For Customer's purchase of the Optical Products, the warranties shall be
      as follows:

      3.1   The duration of the Hardware Warranty shall be ***************.

      3.2   The duration of the Software Warranty shall be ***************.

      3.3   Before returning any Optical Product, Customer shall telephone the
            Technical Assistance Center (the "TAC") in the USA at 1-877-323-7368
            for a Return Material Authorization ("RMA") number to trace the
            Optical Product. Customer must clearly indicate the RMA number on
            every communication, including the outside of all return packages,
            with respect to returned Optical Products. Cisco shall seek to ship
            repaired Optical Products, or ship replacement Optical Products,
            within ************************* of receiving defective Optical
            Products, unless Customer requests expedited service as described
            in Section 4 below. Customer shall be responsible for shipping
            Optical Products back to Cisco, and Cisco shall be responsible for
            shipping repaired or replacement Optical Products to Customer.

      3.4   The foregoing warranty shall not apply to any Optical Products or
            Software (a) marked or identified as "sample", (b) loaned or
            provided to Customer at no cost, or (c) which is sold "as is."

      3.5   While under warranty, Customer shall receive twenty-four (24) hour,
            seven (7) day a week technical assistance for the Optical Product at
            no charge through the Technical Assistance Center ("TAC") in the
            USA. The toll-free phone number is 1-877-323-7368. 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. When a call is received, the attendant shall determine the
            severity and type of problem. The Customer's call shall be assigned
            and managed by a technical support engineer for attention and
            resolution.

      3.6   For Optical 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 Optical Product and ship the repaired
            Optical Product to Customer within ************************** of
            receipt.


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4.0   WARRANTY UPGRADES

      In consideration of the applicable service fees paid by Customer, Warranty
      Upgrades for the Optical Products may be available pursuant to Cisco's
      then current Advance Replacement/Onsite Support Upgrade Program, if any.

5.0   TRAINING

      5.1   Customer may purchase training classes per Cisco's published
            schedule.

      5.2   Classes may be offered at Cisco's site or Customer's site.
            Instructor's travel and living expenses shall be invoiced at
            ************. Customer shall be responsible for procuring and
            installing equipment if classes are held at Customer's location.

      5.3   Classes are provided for groups of four (4) to ten (10). With
            instructor's approval, additional individuals may attend for a
            mutually agreed to fee.

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--------------------------------------------------------------------------------
                                   EXHIBIT T
                             SPECIAL PURCHASE TERMS
--------------------------------------------------------------------------------

1.    Exclusivity Commitment

(a) EXCLUSIVITY PRODUCTS. Subject to the provisions of Sections 19.0 and 25.0 of
the Agreement and Sections 1(c) and 2 of this Exhibit T, during the Initial
Term, Customer will purchase exclusively from Cisco all of its requirements for
(a) the Products listed below under the heading "Exclusivity Products," or (b)
products with substantially equivalent functionality to the Exclusivity
Products.

(b) OTHER PRODUCTS. In addition to the foregoing, if Customer seeks to acquire
any internetworking or other product the material functionality of which is not
satisfied by one of the Exclusivity Products (a "Desired Functionality") but
which may be satisfied by a Cisco Product listed below under the heading "ROFR
Products," Customer shall provide Cisco with a right of first refusal to supply
the Desired Functionality pursuant to the procedure described in this Section
1(b). Prior to acquiring a Desired Functionality from a third party vendor,
Customer shall seek a firm written offer from such vendor setting forth the
terms and conditions pursuant to which the third party vendor is willing to
provide the Desired Functionality, including the total price for which the third
party vendor is offering all products and services necessary to achieve the
Desired Functionality, whether such offer is conditioned on a firm commitment to
purchase, the scope and duration of the purchasing relationship proposed and any
other terms or conditions or arrangements material to the offer or upon which
the offer depends (the "Competitive Offer") and shall provide a copy of the
Competitive Offer to Cisco. If, within ******* of Cisco's receipt of a
Competitive Offer, Cisco provides Customer with a firm offer to sell a ROFR
Product which meets the Desired Functionality which includes a purchase price
and other material terms and conditions which are materially equal to or better
than the Competitive Offer with respect to any Desired Functionality, then
Customer shall purchase the ROFR Product from Cisco on the terms of Cisco's firm
offer. ********************************************************************
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EXCLUSIVITY PRODUCTS. The Exclusivity Products shall include the following:

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ROFR Products

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(c) Exceptions. During the Initial Term, the provisions of Section 1(a) and 1(b)
of this Exhibit T shall not apply to products purchased by Customer pursuant to
the following provisions.

      (i) **********************************************************************
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      (ii) In addition to the exception from Sections 1(a) and 1(b) of this
      Exhibit T set forth in Section 1(c)(i) above, Customer shall be permitted
      to make purchases of third party internetworking hardware and software
      which would otherwise be subject to Sections 1(a) and 1(b) of this Exhibit
      T in an aggregate amount not to exceed **********.

      ***********************************************************************
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2. CUSTOMER'S CHANGE IN CONTROL. In the event of a sale, transfer, conveyance or
other disposition (including by way of merger or consolidation) in one or a
series of related transactions, of all or substantially all of the assets or
capital stock of either Customer or Velocita Corp., to an unrelated third party
(a "Third Party Buyer") and the Third Party Buyer provides Cisco and Customer
with written notice (the "Acquisition Notice") that the Third Party Buyer will
not acquire the assets of Customer unless the provisions of this Exhibit T are
terminated, Cisco agrees to negotiate in good faith with Customer a mutually
acceptable termination of the provisions of this Exhibit T. If the parties are
unable to come to a mutually acceptable termination of this Exhibit T within 20
days of he date of the Acquisition Notice, this Exhibit T shall immediately
terminate and Customer shall pay Cisco an amount equal to the difference between
(a) the Purchase Commitment and (b) the net purchase price of all Cisco Products
and Services paid to Cisco by Customer from the Effective Date through the
termination of this Exhibit T. If the Third Party Buyer wishes to assume the
obligations of Customer under the Agreement, including this Exhibit T, Cisco
agrees to consider in good faith allowing such Third Party Buyer to assume such
obligations.

3. PURCHASE COMMITMENT. On or before the final day of the Initial Term of the
Agreement, Customer shall have purchased Cisco Products and Services with an
aggregate net purchase price payable to Cisco of $225,000,000 (the "Purchase
Commitment"). Customer may satisfy the Purchase Commitment by (a) placing final
Purchase Orders (the "Final Purchase Orders") for Products and Services on or
prior to the final day of the Initial Term which specify (i) a collective
aggregate net purchase price the sum of which, together with the all amounts
previously invoiced to and paid by Customer under this Agreement for the
purchase of Products and Services, is equal to or greater than $225,000,000 and
(ii) (A) with respect to Final Purchase Orders for Products, specify a requested
shipment date of not greater


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than 120 days after the final day of the Initial Term, (B) with respect to
Maintenance Services, specify a service term of not greater than 1 year after
the final day of the Initial Term and, (C) with respect to Professional
Services, specify a requested completion date for such Professional Services of
not more than 90 days after the final day of the Initial Term and (b) fully
paying all amounts not disputed in good faith and related to such Final Purchase
Orders within 30 days after receipt of such applicable invoices. If Customer
does not satisfy the Purchase Commitment, Cisco shall invoice Customer for, and
Customer shall pay in accordance with Section 7.0 of this Agreement, an amount
equal to the difference between (x) $225,000,000 and (y) the sum of (A) the
total dollars paid by Customer to Cisco for Products and Services during the
Initial Term, (B) the total dollars to be paid by Cisco to Customer pursuant to
the Final Purchase Orders and (C) any amount disputed by Customer in good faith.

4. DISPUTE RESOLUTION. Except as otherwise described in Section 2 above, in the
event that any material dispute (a "Dispute") regarding the parties' respective
obligations under this Exhibit T arises, prior to seeking any other remedies, at
law, in equity or otherwise, the parties shall comply with the procedures set
forth in this paragraph. Either party may give the other notice of a Dispute,
including a detailed description of the Dispute (a "Dispute Notice"). Within 20
days of the date of a Dispute Notice, the First Tier Executives (as defined in
Section 25.2 of the Agreement) shall meet to discuss appropriate resolution of
the Dispute. If, within 10 days of their first meeting under this Section the
First Tier Executives are unable to resolve all material issues surrounding the
Dispute, the discussion shall be escalated to the Second Tier Executives who
shall meet within 10 days. If the Second Tier Executives (as defined in Section
25.2 of the Agreement) have not reached a mutually acceptable resolution of the
Dispute within 20 days after their first meeting, either party shall be free to
seek alternative remedies under the contract or otherwise.


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--------------------------------------------------------------------------------
                                   EXHIBIT U
                CISCO GLOBAL PRICE LIST AS OF THE EFFECTIVE DATE
--------------------------------------------------------------------------------


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--------------------------------------------------------------------------------
                                   EXHIBIT V
                            AGREEMENT EFFECTIVE DATE
--------------------------------------------------------------------------------

1. Effective Date. Except as provided in Section 2 below, neither this Agreement
nor any of its provisions shall be effective or binding upon either of the
parties hereto unless, prior to 5:00 p.m. on May 31, 2001 (the "End Date"), each
of the following conditions is satisfied:

      (a) The Customer, First Union National Bank ("First Union") and Cisco
Systems Capital Corporation ("CSCC") shall have entered into the Amended and
Restated Credit Agreement and other definitive legal documentation for the
financing facility described in the financing commitment letter dated April
[12], 2001, addressed to the Customer by CSCC; all consents thereto required
from the agent and lenders under the Credit Agreement dated as of October 29,
1999, as restated on March 31, 2001, among the Customer, First Union, as
administrative agent, and the lenders party thereto, shall have been duly
delivered; and all conditions precedent to the Initial Drawdown described in
such commitment letter or definitive legal documentation shall have been
satisfied or waived; and

      (b) Velocita Corp. shall have received the payment of the purchase price
payable by Cisco under the Series B Senior Cumulative Convertible Preferred
Stock Purchase Agreement dated as of April [12], 2001 between Cisco and Velocita
Corp., for the issuance and sale of preferred stock of Velocita Corp. on the
terms and conditions described therein.

The date of satisfaction of such conditions shall be the Effective Date, for
purposes of the Agreement.

2. Terms Applicable to Purchase Orders. Notwithstanding the foregoing Section 1,
prior to the Effective Date, if any, or the End Date and thereafter, if the
Effective Date does not occur (but only for a period of 2 years after the date
of last signature of this Agreement by a party), Customer at its option may
issue, and Cisco at its option may accept, Purchase Orders for Products or
Services on the terms set forth below and the issuance and acceptance of such
Purchase Orders shall not cause this Agreement to become effective or constitute
a waiver of the conditions set forth in this Exhibit V; provided that the
following provisions shall apply to all such Purchase Orders in the aggregate:

      (a) During the period between the date of Cisco's acceptance of such
Purchase Orders and (a) the Effective Date, if any, or (b) the End Date and
thereafter, if the Effective Date does not occur, the terms and conditions of
this Agreement shall be effective for the purpose of such Purchase Orders,
modified as follows:

      (i) the following provisions shall not apply: (A) definitions of Critical
      Milestones, Exclusivity Commitment, Net Purchase Amount and Purchase
      Commitment, (B) the final sentence of Section 5.0, (C) Section 20.4, (D)
      Section 25, (E) Exhibit B-1, (F) Section 6.0 of Exhibit G and (G) Exhibit
      T.; and

      (ii) the following provisions are revised as follows:

            (A)   Section 20.3 is replaced with the following;

            "In the event that Cisco discontinues the availability of a Product
            and no Product with equivalent or better functionality is available,
            Cisco shall use commercially reasonable efforts to make available
            (a) spare/replacement parts and/or repair Services for the
            discontinued Hardware for five (5) years from the date of
            announcement of the discontinuance; and (b) provide an opportunity
            for Customer to purchase a one-time supply of spare parts to support
            its reasonable, estimated requirements. Technical support for each
            revision of Cisco's standard Software for a Product shall be
            available for three (3) years from the date of first commercial
            shipment of such revision."

            (B)   Section 22 is modified by deleting the following words in the
                  first sentence: "THE GREATER OF" and "OR $**********."


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      (b) If the Effective Date is reached, the terms and conditions of this
Agreement in its entirety shall apply to such Purchase Orders retroactively to
the date of Cisco's acceptance of such Purchase Orders and any payments made by
the Customer on or prior to the final day of the Initial Term with respect to
such Purchase Orders shall reduce the Purchase Commitment set forth in Exhibit T
on a dollar-for-dollar basis.


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