<PAGE>

                                                                    EXHIBIT 10.6

                                 AMENDMENT NO. 2

         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 "Effective 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 amend the Agreement as follows:

1).      The term of the Agreement is extended until November 12, 2003.

         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).      Section 1, "Definitions" shall be modified as follows:

         a).      The definition of Added Value is hereby deleted in its
                  entirety and replaced by the following:

                  Added Value is the non-Cisco component portion of Integrator's
                  total solution, which Integrator provides to End User.
                  Examples of Added Value are pre- and post-sales network
                  design, configuration, trouble-shooting, and support and the
                  sale of complementary products and services that comprise a
                  significant portion of the total revenues received by
                  Integrator from an End User of Cisco Products. Integrator
                  acknowledges that the neither providing financing options to
                  End Users nor providing network services to End Users
                  constitute Added Value. Integrator further acknowledges that
                  telesales, catalog sales, and sales over the Internet do not
                  include Added Value if inbound communications from the
                  prospective End User purchaser were prompted by something
                  other than a face-to-face interaction between Integrator's
                  sales representative and such prospective End User.

         b).      The definition of Price List is hereby deleted in its entirety
                  and replaced by the following:

                  Price List is Cisco's published United States dollar global
                  price list.

3).      Section 3, "Multinational Deployment Policy" has been deleted in its
         entirety and replaced with the following:

         3.0      This section intentionally omitted.

                                                                    Page 1 of 17
<PAGE>

4).      The following shall be added at the end of Section 4.0 "Prices":

         4.5      Cisco and Integrator may agree that Cisco will provide special
                  pricing to Integrator for Integrator's Resale to one or more
                  specific End Users. Any such agreement must be in writing, and
                  must specify a fixed time period during which such special
                  pricing shall be provided. If no time limit is specified in
                  the written agreement, the time period shall be ninety (90)
                  days from the effective date of the written agreement
                  regarding special pricing. If Cisco provides Integrator with
                  such special pricing and subsequently determines that
                  Integrator has Resold Products or Services purchased with such
                  special pricing to End Users other than the End User
                  identified in the written agreement, then Cisco may, in
                  addition to all of its other rights and remedies, all of which
                  are reserved, (a) invoice Integrator for the difference
                  between such additional discount arid Integrator's
                  then-current resale discount as set forth in Exhibit B; (b)
                  audit Integrator's purchases pursuant to Section 15.0
                  ("Audit") and invoice Integrator for all reasonable costs
                  incurred by Cisco in its performance of the Audit; (c) suspend
                  Integrator's access to price deviations and other Cisco sales
                  and marketing programs; (d) suspend shipments to Integrator;
                  and/or (e) terminate this Agreement pursuant to sub-subsection
                  13.4.2.

5).      Subsections 10.1 and 10.2, in "Limited Warranty" has been deleted in
         its entirety and replaced with the following:

         10.1     Cisco Products are provided with written limited warranties.
                  Integrator will pass through to End Users all written limited
                  warranties provided by Cisco with Products or Services
                  purchased by Integrator.

         10.2     Notwithstanding any other provision hereof, Cisco's sole and
                  exclusive warranty and obligation with respect to the Products
                  sold hereunder are set forth in Cisco's Limited Warranty
                  Statement delivered with the Product or Service. INTEGRATOR
                  SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR
                  ORAL, ON CISCO'S BEHALF. Integrator shall indemnity Cisco for
                  any warranties made in addition to Cisco's standard warranty
                  and for any misrepresentation of Cisco's reputation or Cisco's
                  Products or Services.

6).      Sub section 12.4, in "Confidential Information" has been deleted in its
         entirety and replaced with the following:

         12.4     The obligations of confidentiality set forth herein shall not
                  apply to information which (a) has entered the public domain
                  except where such entry is the result of Integrator's breach
                  of this Agreement; (b) prior to disclosure hereunder was
                  already rightfully in Integrator's possession; (c) subsequent
                  to disclosure hereunder is obtained by Integrator on a
                  nonconfidential basis from a third party who has the right to
                  disclose such information to the Integrator; or (d) which
                  Integrator is required to produce pursuant to a court order or
                  administrative subpoena, provided that Integrator shall notify
                  Cisco of its receipt of such order or

                                                                    Page 2 of 17
<PAGE>

                  subpoena prior to disclosure and provide Cisco an opportunity
                  to protect its interest in the confidentiality of the
                  information to be produced in response. 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.

7).      Subsection 13.3, in "Patent and Copyright Infringement" has been
         deleted in its entirety and replaced with the following:

         13.3     Notwithstanding the foregoing, Cisco has no liability for, and
                  Integrator will indemnify Cisco against, any claim based upon:
                  (a) the combination, operation, or use of any Product supplied
                  hereunder with, equipment, devices, or software not supplied
                  by Cisco; (b) services offered or used by Integrator or any
                  end user to which Integrator transfers Products through
                  operation of the Products or the revenue received by
                  Integrator or such end user from its services; (c) alteration
                  or modification of any Product supplied hereunder; or (d)
                  Cisco's compliance with Integrator's designs, specifications,
                  or instructions.

8).      Section 16, "Audit" is hereby deleted in its entirety and replaced with
         the following:

         Integrator shall keep full, true, and accurate records and accounts, in
         accordance with generally-accepted accounting principles, of each
         Product and Service purchased and deployed, resold, or distributed,
         including information regarding compliance with Cisco marketing and
         sales programs, Software usage, and export or transfer. Integrator
         shall make these records available for audit by Cisco upon fifteen (15)
         days prior written notice, during regular business hours, at
         Integrator's principal place of business or such other of Integrator's
         location where Integrator may maintain relevant records. In the event
         Cisco requires information from an End User to which Integrator asserts
         it has Resold Cisco Products or Services, Integrator agrees to use all
         reasonable efforts to assist Cisco to obtain such information.

9).      Section 17, "Use, Export, Re-Export, & Transfer Controls" is hereby
         deleted in its entirety and replaced with the following:

         The Products and Technology or direct products thereof (hereafter
         referred to as Products and Technology), supplied by Cisco under the
         Contract are subject to export controls under the laws and regulations
         of the United States (U.S.). Integrator 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 Integrator each agree
         to provide the other information, support documents, and assistance as
         may reasonably be required by the other in connection with securing
         authorizations or licenses.

         Information regarding compliance with U.S. use, export, re-export, and
         transfer laws may be located at the following URL:
         http://www.cisco.com/wwl/export/compliance _provision.html. Cisco
         warrants the accuracy of data pertaining to Military

                                                                    Page 3 of 17
<PAGE>

         End-Use/Users Prohibitions; Prohibited Territories; Sanctioned &
         Embargoed Entities; and Nuclear, Missile, and Chemical/Biological
         Weapon Proliferation Control Initiative.

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

10).     Section 21, "Limitation of Liability" is hereby deleted in its entirety
         and replaced with the following:

         NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO AND ITS
         SUPPLIERS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE
         LIMITED TO THE MONEY PAID BY INTEGRATOR (INCLUDING, IF APPLICABLE, ITS
         AFFILIATES) TO CISCO UNDER THIS AGREEMENT DURING THE SIX (6) MONTH
         PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH
         LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER
         INCIDENT. IN THE EVENT THAT INTEGRATOR'S AFFILIATES ARE PERMITTED TO
         PURCHASE PRODUCTS UNDER THIS AGREEMENT, THIS LIMITATION OF LIABILITY
         SHALL BE DEEMED TO BE AN AGGREGATE LIMITATION OF LIABILITY AS TO
         INTEGRATOR AND ALL AFFILIATES.

11).     Subsection 24.7, in "General" is hereby deleted in its entirety and
         replaced with the following:

         24.7     SURVIVAL. Sections 4.0, 7.0, 9.0, 10.0, 11.0, 12.0, 13.0,
                  14.0, 16.0, 17.0, 18.0, 20.0, 22.0, 24.0 and the license to
                  use the Software set out in Section 9.0 and Exhibit S (subject
                  to the termination provisions set forth in Exhibit S) shall
                  survive the expiration or termination of this Agreement.

12).     Exhibit C, Cisco Brand Services Resale Exhibit, is hereby deleted in
         its entirety and replaced with the attached Exhibit C-1.

13).     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 last date which is written below.

CISCO SYSTEMS, INC.                         INTERNETWORK EXPERTS, INC.

By: /s/ Gregg Whitney                       By: /s/ Paul Klotz
    ----------------------                      ----------------------
    (Authorized Signature)                      (Authorized Signature)

Name: Gregg Whitney, for Rick Timmins       Name: Paul Klotz

Title: Director, Finance                    Title: Chief Operating Officer

Date: November 21, 2002                     Date: November 12, 2002

                                                                    Page 4 of 17
<PAGE>

                                   EXHIBIT C-1
                       CISCO BRAND SERVICES RESALE EXHIBIT

         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.       DEFINITIONS.

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

         1.2      "CCO" means Cisco Connection Online, Cisco's online
                  information web server.

         1.3      "Distributor" means an authorized, non-exclusive distributor
                  of Products and Services, having executed a two-tier
                  distribution agreement with Cisco.

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

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

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

         1.7      "Other Services" means additional Cisco brand services listed
                  in Attachment 1, identified as Other Services, which are
                  available for resell to End User.

         1.8      "Services" mean the core Cisco brand services listed in
                  Attachment 1 which are available for resell to End User.

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

2.       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.

3.       CISCO RIGHTS AND OBLIGATIONS. For each End User to which Integrator
         resells Cisco brand services, Cisco will provide, in accordance with
         the following terms and conditions, Services directly to Integrator's
         End User as described herein.

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

                                                                    Page 5 of 17
<PAGE>

         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.

                  3.3.1    Service Availability. Cisco will make the Services
                           listed in Attachment 1 to this Exhibit available to
                           Integrator to resale to Integrator's End Users.
                           Services are subject to the availability limitations
                           specified in Attachment 1.

                  3.3.2    Resale Options. Cisco provides two means of reselling
                           Cisco brand services to End Users, a partner managed
                           option and a pass through option as described below.

                           3.3.2.1  Partner Managed. Under this option,
                                    Integrator may take the First Call from the
                                    End User and may open a case with Cisco on
                                    behalf of the End User using End User's
                                    Support Agreement 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.

                           3.3.2.2  Pass Through. Under this option, all
                                    interaction is solely between Cisco and the
                                    End User. The End User calls and open cases
                                    directly with Cisco.

                           3.3.2.3  Option Selection. Integrator must choose
                                    either the partner managed or pass through
                                    option on the Cisco Support Resale Form
                                    (Attachment 2). If Integrator does not
                                    select an option, Cisco will assume the pass
                                    through option applies.

         3.4      Support Agreements. Support will be provided to End Users
                  pursuant to a Support Agreement between Cisco and End User.
                  The Support Agreements to be

                                                                    Page 6 of 17
<PAGE>

                  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.

                  3.4.1    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:

                           3.4.1.1  Validate Product model and serial numbers.

                           3.4.1.2  Confirm by executing and returning the
                                    Support Agreement, and providing an
                                    Equipment Schedule (excluding charges) and
                                    the Support Agreement number to the End
                                    User.

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

4.       INTEGRATOR RIGHTS AND OBLIGATIONS.

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

                  4.1.1    Integrator resells the Services to an End User,
                           providing the End User with a copy of the relevant
                           Support Agreement for review and signature.
                           Integrator 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  Completion and submission of a Resale Form
                                    (Attachment 2 to this Exhibit).

                           4.1.2.2  Signed Support Agreement by the End User
                                    sent to the following address: Cisco
                                    Systems, Inc., Service Business Operations
                                    (Contracts)/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  Completed Letter of Assurance, a copy of
                                    which is provided with the Support Agreement
                                    when applicable.

                           4.1.2.5  Integrator's submission of incomplete or
                                    incorrect documents, including unauthorized
                                    modifications to a Support Agreement, will
                                    delay execution and return of the Support
                                    Agreement.

                                                                    Page 7 of 17
<PAGE>

                  4.1.3    Renewal of Support Agreements. The End User's Support
                           Agreement will be renewed according to whether the
                           pass through or the partner managed option has been
                           selected by Integrator as follows:

                           4.1.3.1  Partner Managed. Under the partner managed
                                    option, Cisco renews the Support Agreement
                                    through Integrator. Forty five (45) days
                                    prior to renewing the Equipment Schedule to
                                    the Support Agreement, Cisco will send a
                                    renewal notice to Integrator. Upon receipt
                                    of Cisco's notice of renewal of the
                                    Equipment Schedule for the End User,
                                    Integrator will forward to Cisco either (i)
                                    the completed renewal with purchase order or
                                    (ii) notice of cancellation. If renewal or
                                    notice of cancellation is not received by
                                    Cisco by the renewal date of the Equipment
                                    Schedule, Cisco reserves the right to renew
                                    directly with the End User.

                           4.1.3.2  Pass Through. Under the pass through option,
                                    Cisco will renew all Support Agreements
                                    directly with the End User. Integrator is
                                    not involved in the renewal of Service
                                    delivered through the pass through option.

                  4.1.4    Responsibilities Under Partner Managed Option.

                           4.1.4.1  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).

                           4.1.4.2  Equipment Schedule.

                                    4.1.4.2.1 For all Services, Product covered
                                              under an End User's Support
                                              Agreement is listed in the
                                              Equipment Schedule(s).

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

                                    4.1.4.2.3 The Equipment Schedule may be
                                              revised for new Product, service
                                              level upgrades and Product
                                              configuration changes by
                                              Integrator's purchase order
                                              requesting such revisions and
                                              Cisco's acceptance thereof (based
                                              on availability). For

                                                                    Page 8 of 17
<PAGE>

                                              changes, Cisco will charge the
                                              pro-rated difference from when the
                                              change is requested to the end of
                                              the impacted Equipment Schedule's
                                              term.

         4.2      Warranty Service.

                  4.2.1    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:

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

                           4.2.1.2  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.

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

                           4.2.2.1  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.

                           4.2.2.2  Comply with the following RMA procedure:

                                    4.2.2.2.1 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.

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

         4.3      Unsupported End User List. Integrator must provide information
                  on all End Users who have purchased Product from Integrator
                  without also purchasing Services. Each quarter, Cisco will
                  provide a report identifying the model types and serial
                  numbers of Product purchased by Integrator for which the
                  following information is required: End User name, address and
                  phone number. Integrator will complete

                                                                    Page 9 of 17
<PAGE>

                  and return this information to Cisco no later than twenty (20)
                  business days from the date the report is provided to
                  Integrator.

5.       PRICE AND PAYMENT TERMS.

         5.1      Discount for Initial Term. For the initial term of the
                  Equipment Schedule(s) to the Support Agreement, the price of
                  Services to Integrator is the then-current service list price
                  less the applicable discount based on Integrator's penetration
                  rate calculated as follows:

                  5.1.1    Determination of Service Penetration Rate. Service
                           penetration rate is calculated by Integrator's total
                           number of Products covered by Cisco brand services
                           (per Attachment 1) as a percentage of the total
                           number of Products purchased over the most recent
                           period of twelve (12) full calendar months.

<TABLE>
<CAPTION>
Penetration Rate                  Discount
----------------                  --------
<S>                               <C>
   0% - 35%                         10%
  36% - 55%                         15%
  56% - 74%                         20%
  75%+                              25%
</TABLE>

                  5.1.2    Cisco will review Integrator's service sales
                           penetration rate at the time the Integrator renews
                           the Agreement with Cisco and at six month intervals
                           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.

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

                  5.1.4    Integrator's discount on Services shall be determined
                           by calculating the rate of Services penetration based
                           on the total amount of Product purchased by
                           Integrator from Cisco plus the total amount of
                           Product purchased by Integrator from Distributor(s).

         5.2      Upon renewal of the Equipment Schedule(s), the discount will
                  be as follows: Under the partner-managed resale option, the
                  discount shall be the corresponding discount associated with
                  the Penetration Rate. Under the pass through option,
                  Integrator will not receive a discount as Cisco renews
                  directly with End User.

         5.3      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%).

                                                                   Page 10 of 17
<PAGE>

         5.4      The discounts listed above do not apply when Integrator
                  resells Other Services. Integrator Discount for Other Services
                  shall be fifteen (15%) percent.

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

         5.6      All prices in the Equipment Schedule(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.

         5.7      This Agreement may be terminated by Cisco and/or Cisco may
                  suspend its performance immediately upon Notice it (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 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.

         5.8      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.

         5.9      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.       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 support fees. 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

                                                                   Page 11 of 17
<PAGE>

                  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 indemnity 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, 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.

                                                                   Page 12 of 17
<PAGE>

                            ATTACHMENT 1 TO EXHIBIT D

                              SERVICES AVAILABILITY

<TABLE>
<CAPTION>
                 SERVICE                                   DISCOUNT                            AVAILABILITY
                 -------                                   --------                            ------------
<S>                                                       <C>                <C>
SMARTnet 8x8xNext Business Day ("NBD")                    10%-25%(3)         Please confirm via the service locator tool located
SMARTnet 8x5x4(1)                                                            in the Service Contract Center (SCC) at
SMARTnet 24x7x4(1)                                                           http://www.cisco.com/public/scc/

SMARTnet Onsite 8x5xNBD
SMARTnet Onsite 8x5x4(1, 2)
SMARTnet Onsite 24x7-4(1,2)

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

<TABLE>
<CAPTION>
                      OTHER SERVICE                          DISCOUNT                              AVAILABILITY
                      -------------                          --------                              ------------
<S>                                                          <C>               <C>
Focused Technical Support/Network                              15%             Please confirm via the service locator tool located
Optimization Support (FTS/NOS) -                                               in the Service Contract Center (SCC) at
configuration as selected by Customer and further                              http://www.cisco.com/public/scc/
detailed on Purchase Order

Technology Application Support (TAS) -                         15%
configuration as selected by Customer and further
detailed on Purchase Order

Total Implementation Services (TIS)                            15%
</TABLE>

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

1.   Availability is restricted to within one hundred (100) miles of a parts
     depot.

2.   Availability is restricted to within fifty (50) miles of an authorized
     service location.

3.   SMARTnet, SMARTnet O/S, SAS and SASU discounts are based on a penetration
     rate, resulting in a discount calculated between 10% and 25%.

                                                                   Page 13 of 17
<PAGE>

                            ATTACHMENT 2 TO EXHIBIT D
                            CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand
Services to End Users.

COMPLETION OF THIS FORM WILL ENSURE:

         -        Integrators receive the appropriate discounts.

         -        Integrator's End Users receive the entitled level of service
                  and support.

         -        Partner Notification e-mail is set up for Integrator.

STEP 1 - SELECT RESALE OPTION

[ ]   PASS-THROUGH OPTION:          Cisco delivers support, Cisco renews direct
                                    with End User.
[ ]   PARTNER MANAGED OPTION:       Cisco delivers support, Integrator manages
                                    renewal, Integrator first call optional,
                                    Partner Notification optional.

STEP 2 - COMPLETE INTEGRATOR BILLING INFORMATION. (required for both resale
options)

<TABLE>
<S>                                                                                   <C>
INTEGRATOR: Name and Billing Address (as they appear on Purchase Order):              [ ]  SAME AS SALES ORDER BILL-TO
Name:        _________________________________________________________________________________________________________
Address:     _________________________________________________________________________________________________________
City/State:  _________________________________________________________________________________________________________
Country:     _________________________________________________________________________________________________________
Postal Code: _________________________________________________________________________________________________________
Contact/
Phone No.:   _________________________________________________________________________________________________________
Channel Certification Level: _________________________________________________________________________________________
</TABLE>

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS (for Partner Managed Option)
Address or Alias:__________________________ (i.e. Integrator_TAC@Integrator.com)
Required if you would like to receive automatic notification of End User
activity with Cisco on this Support Agreement.

STEP 3 - COMPLETE END USER BILLING INFORMATION . (required for pass-through
option only)

<TABLE>
<S>                                                                                  <C>
END USER: Name and Billing Address (as they appear on Purchase Order):               [ ]  SAME AS SALES ORDER BILL-TO
Name:        _________________________________________________________________________________________________________
Address:     _________________________________________________________________________________________________________
City/State:  _________________________________________________________________________________________________________
Country:     _________________________________________________________________________________________________________
Postal Code: _________________________________________________________________________________________________________
Contact/Phone No.: ___________________________________________________________________________________________________
</TABLE>

STEP 4 - COMPLETE COVERAGE TYPE, SITE DETAILS AND EXISTING CONTRACT INFORMATION
(required for both resale options)

<TABLE>
<S>                                     <C>                                  <C>                                   <C>
[ ]  SMARTnet 8x5xNBD                   [ ]  SMARTnet 8x5x4                  [ ]  SMARTnet 24x7x4                  [ ]  SASU
[ ]  SMARTnet Onsite 8x5xNBD            [ ]  SMARTnet Onsite 8x5x4           [ ]  SMARTnet onsite 24x7-4           [ ]  SAS
[ ]  FTS/NOS                            [ ]  TAS
</TABLE>

End Customer Name:                  Product Type:
Str:                                Original Product Purchase Order:
City:                               Serial Number:
State/Postal Code:                  END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

                                                                   Page 14 of 17
<PAGE>

                           ADDITIONAL SITES WORKSHEET
<TABLE>
<S>                                     <C>                                  <C>                                   <C>
[ ]  SMARTnet 8x5xNBD                   [ ]  SMARTnet 8x5x4                  [ ]  SMARTnet 24x7x4                  [ ]  SASU
[ ]  SMARTnet Onsite 8x5xNBD            [ ]  SMARTnet Onsite 8x5x4           [ ]  SMARTnet onsite 24x7-4           [ ]  SAS
[ ]  FTS/NOS                            [ ]  TAS
</TABLE>

End Customer Name:                  Product Type:
Str:                                Original Product Purchase Order:
City:                               Serial Number:
State/Postal Code:                  END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

<TABLE>
<S>                                     <C>                                  <C>                                   <C>
[ ]  SMARTnet 8x5xNBD                   [ ]  SMARTnet 8x5x4                  [ ]  SMARTnet 24x7x4                  [ ]  SASU
[ ]  SMARTnet Onsite 8x5xNBD            [ ]  SMARTnet Onsite 8x5x4           [ ]  SMARTnet onsite 24x7-4           [ ]  SAS
[ ]  FTS/NOS                            [ ]  TAS
</TABLE>

End Customer Name:                  Product Type:
Str:                                Original Product Purchase Order:
City:                               Serial Number:
State/Postal Code:                  END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

<TABLE>
<S>                                     <C>                                  <C>                                   <C>
[ ]  SMARTnet 8x5xNBD                   [ ]  SMARTnet 8x5x4                  [ ]  SMARTnet 24x7x4                  [ ]  SASU
[ ]  SMARTnet Onsite 8x5xNBD            [ ]  SMARTnet Onsite 8x5x4           [ ]  SMARTnet onsite 24x7-4           [ ]  SAS
[ ]  FTS/NOS                            [ ]  TAS
</TABLE>

End Customer Name:                  Product Type:
Str:                                Original Product Purchase Order:
City:                               Serial Number:
State/Postal Code:                  END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

<TABLE>
<S>                                     <C>                                  <C>                                   <C>
[ ]  SMARTnet 8x5xNBD                   [ ]  SMARTnet 8x5x4                  [ ]  SMARTnet 24x7x4                  [ ]  SASU
[ ]  SMARTnet Onsite 8x5xNBD            [ ]  SMARTnet Onsite 8x5x4           [ ]  SMARTnet onsite 24x7-4           [ ]  SAS
[ ]  FTS/NOS                            [ ]  TAS
</TABLE>

End Customer Name:                  Product Type:
Str:                                Original Product Purchase Order:
City:                               Serial Number:
State/Postal Code:                  END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

                                                                   Page 15 of 17
<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
                           while most business operations remain functional.
                           Cisco, Integrator and End User are willing to commit
                           resources during Standard Business Hours to restore
                           service to satisfactory levels.

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

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

CISCO ESCALATION GUIDELINE:

<TABLE>
<CAPTION>
ELAPSED
 TIME           PRIORITY 1               PRIORITY 2                PRIORITY 3             PRIORITY 4
---------   -------------------    --------------------       -------------------    --------------------
<S>         <C>                    <C>                        <C>                    <C>
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 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.

                                                                   Page 16 of 17
<PAGE>

         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

                                                                   Page 17 of 17