<PAGE>
                                                                    EXHIBIT 10.8

                                 AMENDMENT NO. 4

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

WHEREAS, Cisco and Integrator have previously entered into the Systems
Integrator Agreement dated November 13, 2001 as amended ("Agreement"), and

NOW WHEREFORE, the parties agree to further amend the Agreement as follows:

1)       The term of the Agreement is extended until November 12, 2004.

         If the Agreement shall have expired prior to the Amendment Date, any
         orders received and Products purchased between the date of expiration
         and the Amendment Date shall be in all respects deemed made under the
         Agreement as in effect prior to this Agreement.

2)       Exhibit A to the Agreement ("Integrator Profile") is hereby deleted in
         its entirety and replaced with the attached Exhibit A-1.

3)       Exhibit C-1 to the Agreement ("Support") is hereby deleted in its
         entirety and replaced with the attached Exhibit C-2.

4)       All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Amendment Date.

CISCO SYSTEMS, INC.                     INTERNETWORK EXPERTS, INC.

By:    /s/ Rick Timmins                 By:      /s/ Paul Klotz
   -------------------------------         -------------------------------------
       (Authorized Signature)                    (Authorized Signature)

NAME:     Rick Timmins                  NAME:    Paul Klotz
TITLE:      VP WW Sales Finance         TITLE:   Vice President
DATE:       Jan 16 2004                 DATE:    1-12-04

<PAGE>

                                   EXHIBIT A-1

                               INTEGRATOR PROFILE

INTEGRATOR'S ASSIGNED SALES TERRITORY:

United States, excluding Puerto Rico.

VERTICAL MARKETS ADDRESSED BY INTEGRATOR'S ADDED VALUE:

Enterprise - Retail, Hospitality, Transportation, Energy, Entertainment, Legal,
Financial, Healthcare and Government and Education

INTEGRATOR'S ADDED VALUE:

PROFESSIONAL SERVICES INCLUDING NETWORK ARCHITECTURE, DESIGN, IMPLEMENTATION,
TRAINING AND SUPPORT.

INTEGRATOR'S VOLUME REQUIREMENT:

During each twelve (12) month term of this Agreement, Integrator will Resell at
least ten million dollars ($10,000,000) of Cisco Products and Services.

INTEGRATOR'S CERTIFICATION REQUIREMENT:

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

<PAGE>

                                   EXHIBIT C-2
                                 SUPPORT EXHIBIT
                     [REVISION: 1.1 RELEASE DATE: 11/5/2003]

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

1.0      DEFINITIONS.

         1.1      "Advanced Services" means the Cisco brand services listed in
                  Attachment A, including but not limited to Focused Technical
                  Support, Network Optimization Support, Technology Application
                  Support and Total Implementation Services, which are available
                  for resale to End User only if the End User has Technical
                  Support Services across the same devices at the End User
                  location.

         1.2      "Business Partner Readiness Assessment ("BPRA")" means an
                  assessment performed by Cisco to measure the maturity of
                  Integrator's e-business capabilities.

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

         1.4      "Cisco.com" means, Cisco's suite of on-line Services and
                  information at www.cisco.com, previously known as CCO.

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

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

         1.7      "Maintenance Contract Number" means the reference number
                  assigned by Cisco for each Service purchased from Cisco. The
                  Maintenance Contract number is to be used by Integrator or End
                  User when opening a case with Cisco.

         1.8      "Networking Product Market Place" means the online location of
                  Cisco's online Ordering Tool on Cisco.com.

         1.9      "Ordering Tool" means a tool that Integrator may use to order
                  Service detailed herein via the Networking Product Market
                  Place.

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

         1.11     "Service Contract Center" means a tool on Cisco.com that
                  Integrator may use to order Service, renew orders and asset
                  management of its installed base.
<PAGE>

         1.12     "Services" mean the Cisco brand services listed in Attachment
                  A (Technical Support Services and Advanced Services) which are
                  available for resell to End User.

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

         1.14     "Technical Support Services" means SMARTnet, SMARTnet Onsite
                  and Software Application Support Services delivered by Cisco
                  to End User.

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

         2.1      BPRA. Integrator must complete the Business Partner Readiness
                  Assessment prior to resale of any Services hereunder.

         2.2      Ordering Tools. Integrator agrees to use Cisco offered
                  `electronic ordering solutions (e.g. Ordering Tool and Service
                  Contract Center) for any new service orders or service renewal
                  orders. End-User name and site details are required to place
                  any orders.

3.0      CISCO RIGHTS AND OBLIGATIONS. For each End User to whom Integrator
         resells Cisco Brand Services, Cisco will use commercially reasonable
         efforts to provide Services directly to Integrator's End User in
         accordance with the following.

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

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

                  3.2.1    Bug Fixes.

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

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

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

         3.3      Resale of Services. Cisco will make the Services listed in
                  Attachment A, Services Availability, to this Exhibit available
                  to Integrator for resale to Integrator's End Users. Services
                  are subject to the availability limitations specified in
                  Attachment A.

                                       4
<PAGE>

         3.4      Support Agreements. Support will be provided to End Users
                  pursuant to a standard Cisco Support Agreement between Cisco
                  and End User. The Support Agreements to be used are provided
                  by Cisco. Notwithstanding anything to the contrary, nothing in
                  this Exhibit shall require Cisco to execute a Support
                  Agreement with an End User. Prior to commencing Services for
                  an End User, Cisco must receive the documents specified in
                  Section 4.1.2 of this Exhibit whereupon Cisco will:

                  3.4.1    Validate Product model and serial numbers.

                  3.4.2    Execute and return the Support Agreement and provide
                           an Equipment List (excluding charges) and the Support
                           Agreement number to the End User.

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

4.0      INTEGRATOR RIGHTS AND OBLIGATIONS.

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

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

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

                           4.1.2.1  Submission via Ordering Tools of the
                                    transaction details including but not
                                    limited to Cisco brand Services ordered and
                                    relevant End User information.

                           4.1.2.2  Signed standard Cisco Support Agreement by
                                    the End User sent to the following address
                                    (or such other address as may be notified to
                                    Integrator and/or End User from time to
                                    time):

                                            Cisco Systems, Inc.
                                            Customer Advocacy
                                            170 West Tasman Drive
                                            San Jose, CA 95134

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

                           4.1.2.4  Integrator's submission of incomplete or
                                    incorrect documents will delay execution and
                                    return of the standard Cisco Support
                                    Agreement.

                                       5
<PAGE>

                  4.1.3    Renewal of Support Agreements. Cisco renews the
                           Support Agreement through Integrator. Forty five (45)
                           days prior to renewing the Equipment List to the
                           Support Agreement, Cisco will send a renewal notice
                           to Integrator. Upon receipt of Cisco's notice of
                           renewal of the Equipment List for the End User,
                           Integrator will forward to Cisco either (i) the
                           completed renewal with purchase order or (ii) notice
                           of cancellation. If a renewal is not completed or
                           notice of cancellation is not received by Cisco
                           within thirty (30) days from the expiration date of
                           the Equipment List, Cisco reserves the right to renew
                           directly with the End User.

         4.2      First Call. Integrator may take the First Call from the End
                  User and may open a case with Cisco on behalf of the End User
                  using Maintenance Contract Number. At all times the End User
                  has the option of calling Cisco directly for support. In
                  addition, integrator may request email notification whereby
                  Cisco notifies Integrator of End User activity with Cisco.

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

         4.4      Equipment List.

                  4.4.1    Integrator shall ensure that Product for which
                           Services are being provided under an End User's
                           Support Agreement are listed in the Equipment
                           List(s).

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

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

         4.5      Warranty Service.

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

                                       6
<PAGE>

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

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

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

                           4.5.2.1  Coordinate the return of all failed parts,
                                    freight and insurance prepaid, to the Cisco
                                    designated location. For Product that has
                                    been advance replaced pursuant to the
                                    Product warranty terms, Integrator shall
                                    return failed/defective Product within ten
                                    (10) days of receipt of the replacement
                                    Product; otherwise, Product will be invoiced
                                    to Integrator at the then current list
                                    price.

                           4.5.2.2  Comply with the following RMA procedure:

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

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

         4.6      Unsupported End User List. If Integrator elects not to support
                  Product under this Exhibit, Integrator shall refer End User
                  information, including but not limited to End User name,
                  address and phone number to Cisco at the time of Product
                  purchase or renewal of support via any of the means described
                  in section 1.4 above. If Product becomes unsupported due to
                  End User decision at some point subsequent to initial
                  deployment, Integrator shall refer End User information to
                  Cisco within 90 days of equipment becoming unsupported.

5.0      PRICE AND PAYMENT TERMS.

         5.1      DISCOUNTS.

                  5.1.1    UNIT-BASED MODEL. The price of Services to Integrator
                           for a period of twelve months from the Effective Date
                           ("Unit-Based Measurement Period") shall be calculated
                           by applying Cisco's then current service list price
                           less the applicable discount based on Integrator's
                           ability to have attached Service to Product purchased
                           ("Attach Rate") over the previous twelve (12) month
                           period on a units-based method ("Unit-Based") shown
                           below.

                                       7
<PAGE>

                           Determination of Unit-Based Attach Rate. Unit-Based
                           Attach Rate is established by calculating
                           Integrator's total number of Products covered by
                           Cisco brand services (per Attachment A) as a
                           percentage of the total number of Products purchased
                           over the most recent period of twelve (12) full
                           calendar months.

<TABLE>
<CAPTION>
ATTACH RATE   DISCOUNT
-----------   --------
<S>            <C>
 0%-35%         10%
36%-55%         15%
56%-74%         20%
75%+            25%
</TABLE>

                  5.1.2    REVENUE-BASED MODEL. The price of Services to
                           Integrator for a period of twelve months from
                           expiration of the Unit-Based Measurement Period and
                           for subsequent twelve month period(s) ("Revenue-Based
                           Measurement Period") shall be calculated by applying
                           Cisco's then-current service list price less the
                           applicable discount based on Integrator's ability to
                           have attached Service to Product purchased ("Attach
                           Rate") over the previous twelve (12) month period on
                           a revenue based method ("Revenue-Based") shown below.

                           Determination of Revenue-Based Attach Rate. Attach
                           Rate is calculated by Integrator's total monetary
                           value (U.S. Dollar) of Service actually sold over a
                           period of twelve months as a percentage of the total
                           monetary (U.S. Dollar) value of Service that would
                           have been payable had support attached to every
                           device purchased over the same twelve month period,
                           based on SMARTnet NBD list price. The Attach Rate
                           calculation only applies to service coverage on
                           Product originally sold by the Integrator and any
                           multi-year service contracts are amortized over the
                           life of the service coverage. Other Product is not
                           covered.

<TABLE>
<CAPTION>
ATTACH RATE    DISCOUNT
-----------    --------
<S>            <C>
 0%-35%           10%
36%-55%           15%
56%-74%           20%
75%+              25%
</TABLE>

                           Examples:

                           Integrator purchased 8 devices (6 of Device A and 2
                           of Device B) and sold support on 4 of Device A and 2
                           of Device B. Regardless of the level of service
                           actually sold on the device, SNT NBD pricing is used
                           to determine coverage value for calculating Attach
                           Rate. The NBD price for the Device A is $50 and for
                           Device B is $10. The Attach Rate is actual Service
                           sold (4x$50 plus 2x$10) divided by total dollar value
                           of Service (6x$50 plus 2x$10). 220/320=69% represents
                           the Attach Rate with a corresponding discount of 20%.

                                       8

<PAGE>

                           Multi-Year Scenario: Integrator purchased 1 device (1
                           of Device A) and sold 3 year support on the 1 device.
                           The NBD three year price for the Device A is $150.
                           The Attach Rate is calculated by dividing the
                           multi-year price by the number of years covered (in
                           this case, three years or $150/3) and crediting the
                           first year Attach Rate actual performance and Attach
                           Rate opportunity ($50). The Attach Rate actual
                           performance is the one year NBD value of service sold
                           ($50) divided by the one year NBD value of the total
                           dollar value of Service ($50) and represents an
                           Attach Rate of 100% with a corresponding discount of
                           25%.

                  5.1.3    Cisco will review Integrator's actual service sales
                           Attach Rates at the time the Integrator renews the
                           Agreement with Cisco and at six month intervals using
                           a Revenue-Based Model approach during the term of the
                           Agreement. Cisco reserves the right to adjust
                           Integrator's resale discount at the time of review.
                           Any adjustment to the resale discount will be
                           communicated in writing to the Integrator by Cisco.

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

                  5.1.5    Upon renewal of the Equipment List(s), the discount
                           will be the corresponding discount associated with
                           the Attach Rate.

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

                  5.1.7    The discounts listed above do not apply when
                           Integrator resells Advanced Services. Integrator
                           Discount for Advanced Services shall be ten (10%)
                           percent.

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

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

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

                                       9
<PAGE>

                  shall have the right to seek payment for Services directly
                  from the End User in the event Integrator does not remit
                  payment to Cisco pursuant to the payment terms.

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

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

6.0      GENERAL.

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

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

         6.3      Representations and Warranties. Integrator shall not make any
                  representations or warranties on behalf of Cisco, except as
                  expressly authorized herein or as expressly authorized by
                  Cisco in writing. Neither Integrator nor Cisco will make any
                  obligation to End Users on behalf of the other, nor commit the
                  resources of the other to End Users.

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

         6.5      Indemnification. Integrator hereby indemnifies and holds Cisco
                  harmless from any claim, loss, damage or expense, including
                  reasonable court costs and attorney's fees,

                                       10
<PAGE>

                  resulting from any claim made by End User against Cisco
                  hereunder under claim of a third party beneficiary or
                  otherwise. This shall not limit Cisco's obligations, subject
                  to the terms and conditions of this Agreement, to provide the
                  Services described herein.

                                       11
<PAGE>

                           ATTACHMENT A TO EXHIBIT C-2
                              SERVICES AVAILABILITY

<TABLE>
<CAPTION>
              TECHNICAL SUPPORT SERVICES                                           AVAILABILITY
-----------------------------------------------          -----------------------------------------------------------
<S>                                                      <C>
SMARTnet 8x5xNext Business Day ("NBD")                   Please confirm via the Services Availability Matrix ("SAM")
SMARTnet 8x5x4                                           tool on Cisco.com, located at the following URL:
SMARTnet 24x7x4                                          http://www.cisco.com/cgibin/front.x/agents/SAM/cca
SMARTnet 24x7x2                                          sam landing.cgi

SMARTnet Onsite 8x5xNBD
SMARTnet Onsite 8x5x4
SMARTnet Onsite 24x7x4
SMARTnet Onsite 8x5x2

Software Application Services ("SAS") Software
Application Services with Updates ("SASU")
</TABLE>

<TABLE>
<CAPTION>
                     ADVANCED SERVICES                                                           AVAILABILITY
------------------------------------------------------------------------        ------------------------------------------------
<S>                                                                             <C>
Focused Technical Support/Network Optimization Support (FTS/NOS) -              Please confirm availability of Advanced Services
configuration as selected by Customer and  further detailed on Purchase         with the Cisco sales representative
Order.

Technology Application Support (TAS) - configuration
as selected by Customer and further detailed on
Purchase Order

Total Implementation Services (TIS)

Network Deployment Mentoring (NDM)
</TABLE>

            A current list of Services is provided above. List may be
           updated from time to time. Current information is available
                                  upon request.

<PAGE>

                                   APPENDIX A
              CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE

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

PROBLEM PRIORITY DEFINITIONS:

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

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

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

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

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

CISCO ESCALATION GUIDELINE:

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

4-Hour      Technical Support     Customer Engineering
            Director              Manager

24-Hour     Vice President        Technical Support
            Customer Advocacy     Director

48-Hour     President (CEO)       Vice President
                                  Customer Advocacy

72-Hour                                                  Customer Engineering
                                                         Manager


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

<PAGE>

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

ACCESSING TAC:

North America, South America:       +1-800-553-2447 (within the United States)
                                    +1-408-526-7209
Europe, Middle East, Africa:        +32-2-778-4242
Asia Pacific:                       +1-800-805-227 (within Australia)
                                    +61-2-9935-4107

                                       14