<PAGE>

                                                                    EXHIBIT 10.5

                   AMENDMENT 1 TO SYSTEMS INTEGRATOR AGREEMENT

         This Amendment Number 1 (the "AMENDMENT") is made by and between Cisco
Systems, Inc., a California corporation having its principal place of business
at 170 West Tasman Drive, San Jose, CA, 95134 ("CISCO"), and InterNetwork
Experts, Inc., a Delaware corporation having its principal place of business at
15960 Midway Rd., Suite 101, Addison, Texas, 75001 ("INTEGRATOR"), and is
entered into as of the date last written below (the "EFFECTIVE DATE").

         WHEREAS, Cisco and Integrator have previously entered into the Cisco
Systems Inc. Systems Integrator Agreement dated November 13, 2000, including
amendments to that agreement, if any (the "AGREEMENT"); and

         WHEREAS, the parties desire to amend the Agreement to accomplish the
foregoing purposes;

         NOW THEREFORE, the parties agree to amend the Agreement as follows:

         1.       The attached "EXHIBIT ___: eAgent Program Terms and
                  Conditions" is hereby added to the Agreement.

         2.       All other terms and conditions of the Agreement remain
                  unchanged.

         ENTIRE AGREEMENT: This EXHIBIT, as supplemented by non-conflicting
terms of the Agreement, is the complete agreement between the parties hereto
concerning the subject matter of this EXHIBIT and replaces any prior oral or
written communications between the parties. There are no conditions,
understandings, agreements, representations, or warranties, expressed or
implied, which are not specified herein. This EXHIBIT may only be modified by a
written document executed by the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this EXHIBIT to be
duly executed. Each party warrants and represents that its respective
signatories whose signatures appear below have been and are on the date of
signature duly authorized to execute this EXHIBIT.

INTERNETWORK EXPERTS, INC.              CISCO SYSTEMS INC. ("CISCO")
("INTEGRATOR")

By:     /s/ Mark Hilz                   By:     /s/ Rick Timmins
    -------------------------------         --------------------------
    Its authorized representative           Its authorized representative

Printed Name: Mark Hilz                     Printed Name: Rick Timmins
Title:        President & CEO               Title: VP WW Sales Finance

Date of signature: December 14, 2001        Date of signature: January 28, 2002

                                 EXHIBIT_______:
                       eAGENT PROGRAM TERMS AND CONDITIONS

                                                                    Page 1 of 18

<PAGE>

         SCOPE AND PRECEDENCE: This EXHIBIT is appended to and incorporates by
reference each term of the Systems Integrator Agreement in effect between Cisco
and Integrator, including amendments to that agreement, if any (the
"AGREEMENT"). Capitalized terms used in this EXHIBIT but not defined in SECTION
1 of this EXHIBIT have the meanings provided for those terms in SECTION 1 of the
Agreement. This EXHIBIT is effective only with respect to orders from End Users
for Products which are to be sold directly by Cisco to such End Users as part of
the eAgent Program. With respect to such orders, the terms of this EXHIBIT shall
control over conflicting terms in the Agreement.

         CONTENTS: This EXHIBIT consists of the following documents, each of
which is incorporated into this EXHIBIT by reference:

         1.       eAgent Program Exhibit Terms and Conditions

         2.       Attachment A: Agency Fee Matrix

         3.       Attachment B: Integrator Ordering Guidelines

         4.       Attachment C: Channel Partner eAgent Set-Up Preferences

                   eAGENT PROGRAM EXHIBIT TERMS AND CONDITIONS

1.0      DEFINITIONS

         1.1      "eAGENT PROGRAM" or "PROGRAM" means the program whereby
                  Integrator will solicit and facilitate processing of Program
                  Orders from End Users on behalf of Cisco, which will sell
                  Products directly to End Users in response to Program Orders.
                  This EXHIBIT applies only to Integrator as identified on the
                  signature page of the Amendment adding this EXHIBIT to the
                  Agreement. Affiliates of Integrator are not eligible to
                  participate under this EXHIBIT. Products which are (a)
                  developed by the Cisco Internet Communications Software Group
                  ("ICSG"), or (b) developed by the Cisco Optical Networking
                  Group, may not be sold or licensed under the eAGENT Program.
                  The Program is further described in SECTION 2.0.

         1.2      "PROGRAM ORDER" means an order submitted to Cisco under the
                  eAgent Program for sale of Products by Cisco directly to an
                  End User. Orders which include only services will not be
                  accepted under the Program.

         1.3      "AGENCY FEE" means:

                  1.3.1    for Products, the fee paid by Cisco to Integrator
                           under the eAgent Program in consideration of Cisco's
                           completed sale of (including receipt of payment for)
                           Products referenced in a Program Order which
                           identifies Integrator as the "CHANNEL PARTNER".

                                                                    Page 2 of 18

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                  1.3.2    for services, the fee paid by Cisco to Integrator
                           under the eAgent Program in consideration of Cisco's
                           completed sale of (including receipt of payment for)
                           Cisco services for Products included on a Program
                           Order, which services will be provided by Cisco
                           pursuant to the terms of the Agreement. Integrator
                           shall not be paid an Agency Fee for the renewal of
                           any Cisco brand services purchased under the Program.

2.0      DESCRIPTION OF PROGRAM

         2.1      Under the Program, Integrator, acting as Cisco's agent, will
                  either (a) submit Program Orders to Cisco on behalf of End
                  Users, provided that, each such Order, prior to being
                  submitted by Integrator to Cisco, shall have been authorized
                  in writing by the End User on behalf of which it is being
                  submitted, or (b) initiate Program Orders on behalf of End
                  Users, and facilitate the submittal of Program Orders by End
                  Users to Cisco. In the event Integrator submits a Program
                  Order on behalf of an End User, Cisco will treat such Program
                  Order as having been submitted directly to Cisco by the End
                  User identified in the Program Order. Cisco will ship Products
                  directly to the End User's designated ship-to address
                  referenced in the Program Order and will bill the End User for
                  Products shipped.

         2.2      In the event Integrator submits a Program Order on behalf of
                  an End User, Integrator and Cisco acknowledge that Integrator
                  submits each Program Order as Cisco's agent, and will at no
                  time take title to, or have risk of loss relating to, any
                  Products shipped by Cisco in response to any Program Order.

         2.3      No Program Order may specify a shipment date more than sixty
                  (60) days later than the date of the Program Order, and
                  neither Integrator nor any End User may extend the shipment
                  date or modify a previously submitted Program Order without
                  Cisco's prior written consent.

3.0      APPOINTMENT: Subject to the terms and conditions of this EXHIBIT,
         including without limitation SECTION 4.0 of this EXHIBIT, Cisco
         appoints Integrator as its agent for the purposes set forth herein
         during the term of this EXHIBIT.

4.0      INTEGRATOR'S OBLIGATIONS: Integrator shall undertake each of the
         following obligations:

         4.1      Within thirty (30) days of the Effective Date, complete and
                  return to Cisco the Channel Partner eAgent Set-up Preferences
                  form attached hereto as EXHIBIT C.

         4.2      Submit Program Orders to Cisco on behalf on End Users, or
                  facilitate the submittal of Program Orders by End Users
                  directly to Cisco.

         4.3      Act as the focal point for, and respond promptly to End User
                  requests for information.

         4.4      Use its best efforts to assist Cisco with respect to the
                  collection of amounts owed to Cisco by End Users for Products
                  purchased under Program Orders.

                                                                    Page 3 of 18

<PAGE>

5.0      SCOPE OF AGENCY:

         5.1      The Agency created in SECTION 3.0 of this EXHIBIT shall be
                  limited in scope to the following functions:

                  5.1.1    Soliciting and facilitating the submittal of Program
                           Orders from End Users;

                  5.1.2    Undertaking each of the obligations referenced in
                           SECTION 4.0, above;

                  5.1.3    Nominating End Users for the Program by submitting
                           required End User information via Cisco's Cisco
                           Connection On-Line ("CCO") web site;

                  5.1.4    Directing each End User that will be participating in
                           the Program to Cisco's eAgent web site containing the
                           "eAgent Program - U.S. Terms and Conditions of Sale
                           and Software License Agreement" ("END USER TERMS AND
                           CONDITIONS"), and making reasonable commercial
                           efforts to instruct each End User to execute and
                           return such End User Terms and Conditions to Cisco;

                  5.1.5    Training and assisting End Users as necessary in the
                           use of Cisco's on-line ordering tool for submittal of
                           Program Orders. Integrator agrees to expend
                           reasonable commercial efforts to ensure that
                           information contained in Program Orders submitted to
                           Cisco is accurate and complete;

                  5.1.6    Transmittal of information relating to Program Orders
                           to Cisco and its financing services agent (as
                           applicable), and information concerning status of
                           orders from Cisco to End Users; and

                  5.1.7    Negotiating the price of any Product contained in any
                           Program Order. Integrator acknowledges that Cisco may
                           reject, in whole or in part, any Program Order that
                           specifies a price for any Product which reflects, a
                           discount level (off of Cisco's Global Price List)
                           outside the range of discounts set forth in
                           ATTACHMENT A.

         5.2      Each of the following acts is outside the scope of the agency
                  created by this Exhibit, and Integrator will not perform any
                  of them:

                  5.2.1    Agreeing to or accepting any modifications to the End
                           User Terms and Conditions to be executed by End User;

                  5.2.2    Making any commitment relating to delivery time or
                           manner of delivery except as specifically authorized
                           by Cisco in writing;

                  5.2.3    Submitting any Program Order on behalf of any person,
                           including Integrator itself, which is not an End
                           User; or

                                                                    Page 4 of 18

<PAGE>

                  5.2.4    Any other act relating to the sale or delivery of
                           Products purchased under a Program Order;

         5.3      Integrator acknowledges that, to the extent Integrator
                  performs any of the acts referenced in subsection 5.2 of this
                  EXHIBIT, it has no power to bind Cisco to any obligation it
                  assumes. In addition, Integrator further acknowledges that no
                  commitment or agreement, express, implied, written, or oral,
                  made by Integrator with any End User which is outside the
                  limited scope of the agency identified in subsections 5.1 will
                  be binding upon Cisco.

         5.4      Integrator further acknowledges that Cisco will rely upon
                  Integrator's identification of particular individuals as
                  authorized to submit Program Orders on behalf of particular
                  End Users. In the event that (a) Integrator designates an
                  individual as authorized to submit Program Orders on behalf of
                  an End User, and (b) that End User subsequently contests the
                  validity of the Order or the authority of the designated
                  individual to submit orders on its behalf, then Integrator
                  will be liable to Cisco for all payments due to Cisco under
                  the submitted order, in the event Cisco ships the order and
                  the End User identified in the order refuses payment.

6.0      For Products sold by Cisco under Program Orders pursuant to this
         EXHIBIT, Integrator shall support such Products in accordance with the
         terms of the Agreement, including, for Products sold with services to
         be provided by Cisco either to Integrator or to the End User, the
         exhibit to the Agreement which governs Cisco's provision of such
         services.

7.0      SUBMISSION OF ORDERS: Orders initiated or submitted by Integrator will
         be in accordance with ATTACHMENT B, Integrator Ordering Guidelines.

8.0      AGENCY FEE:

         8.1      The Agency Fee shall be calculated without regard to any
                  credits Integrator may receive from Cisco under the Cisco
                  Competitive Technology Migration Program, the Technology
                  Migration Program or any other program or promotional
                  discounts offered by Cisco. Agency Fees will be paid to
                  Integrator within thirty (30) days of Cisco's receipt of
                  payment from End User. The Agency Fee will be calculated as a
                  percentage of the extended list price by line item of
                  Products, excluding any taxes or freight charges. Agency Fees
                  will be sent to Integrator based upon the information
                  submitted by Integrator in EXHIBIT C.

         8.2      The basis for the calculation will be the discount level for
                  the Program Order as a percentage of Cisco's list price for
                  the Products composing the Program Order. The calculation of
                  the Agency Fee for each Program Order will be controlled by
                  ATTACHMENT A, the contents of which may be modified by Cisco,
                  at its discretion, upon thirty (30) days prior written notice
                  to Integrator; however, any such modification shall not apply
                  to Program Orders accepted by Cisco prior to the effective
                  date of such modification, whether or not Cisco has yet to pay
                  an Agency Fee to Integrator for such Program Orders.
                  Integrator acknowledges that

                                                                    Page 5 of 18
<PAGE>

                  Cisco will engage Deutsche Financial Services ("DFS"), a
                  finance company, to process the Agency Fee to be paid to
                  Integrator. Integrator further acknowledges that Cisco is
                  solely responsible for the calculation and payment of Agency
                  Fees, and that DFS will not be responsible for any error or
                  omission in the calculation of any Agency Fee claimed by
                  Integrator.

9.0      PROGRAM ORDERS: By submitting a Program Order to Cisco, Integrator
         represents and warrants that the End User identified in the Program
         Order complies with the definition of the term "End User" in SECTION 1
         of the Agreement.

10.0     WARRANTY: Integrator will assist Cisco and End User in coordinating all
         warranty service and returns of Products shipped in response to a
         Program Order. If Product return is authorized by Cisco under warranty,
         Integrator will assist End User in obtaining a Return Material
         Authorization ("RMA") number from Cisco for return of the defective
         Product, provide to End Users any pertinent written information
         concerning Cisco's RMA procedure, and otherwise advising End User on
         Cisco's RMA procedure. In the event an End User returns a Product under
         warranty which was purchased under a Program Order, and Cisco elects to
         refund the purchase price of the Product to End User, Cisco's
         obligation to pay an Agency Fee to Integrator in connection with that
         Program Order shall be reduced pro rata based on the relation between
         the price of the returned products and the total price of the Program
         Order.

11.0     COLLECTIONS AND LATE PAYMENTS. In the event End User does not pay Cisco
         within the payment terms set out in subsection 4.3 of Cisco's End User
         Terms and Conditions of Sale, eAgent will use its best efforts to
         assist Cisco's collection efforts.

12.0     MISDIRECTED PAYMENTS:

         12.1     Integrator will direct each End User that submits a Program
                  Order to make payment directly to Cisco at the address
                  provided below. In the event that Integrator receives a check
                  or other form of payment from an End User relating to a
                  Program Order which identifies Cisco as the payee, Integrator
                  will promptly forward such check or other form of payment to
                  Cisco at the address provided below and will not deposit such
                  check or other form of payment. Misdirected payments received
                  by Integrator shall be sent to:

                           Cisco Systems, Inc.
                           5293 Collections Center Drive
                           Chicago, IL 60693

         12.2     In the event Cisco receives a check or other form of payment
                  from an End User relating to a Program Order which identifies
                  Integrator as payee, Cisco will instruct that End User to
                  cancel that check or other form of payment and to submit to
                  Cisco a check or other form of payment which identifies Cisco
                  as payee.

                                                                    Page 6 of 18
<PAGE>

13.0     INDEMNIFICATION: Integrator will indemnify and hold harmless Cisco
         (including its officers, directors, employees, shareholders,
         successors, and assigns) for any claim suit, loss, damage, penalty or
         fine (collectively, "CLAIM") arising from any act or omission by
         Integrator outside the limited scope of its agency as referenced in
         subsection 5.1 of this EXHIBIT.

14.0     TERM AND TERMINATION:

         14.1     Term: The term of this Exhibit will commence on the Effective
                  Date and end upon the expiration or termination of the
                  Agreement unless otherwise terminated earlier as provided
                  herein.

         14.2     Termination for Convenience: Either party may terminate this
                  EXHIBIT for convenience by giving the other party at least
                  thirty (30) days prior written notice. Upon termination, each
                  Party will continue each of its obligations under this EXHIBIT
                  with respect to any Program Order submitted to and accepted by
                  Cisco prior to the date upon which this EXHIBIT terminates.
                  Unless otherwise provided for in the Agreement, termination of
                  this EXHIBIT pursuant to this subsection 14.2 will not result
                  in termination of the Agreement;

         14.3     Termination for Cause: Either party may terminate this EXHIBIT
                  for cause upon at least fifteen (15) days prior written notice
                  to the other party upon that other party's material breach of
                  any provision of this EXHIBIT or the Agreement. Such notice
                  must identify with reasonable specificity at least one
                  material breach. Unless otherwise provided for in the
                  Agreement, termination of this EXHIBIT pursuant to this
                  subsection 14.3 will not necessarily result in termination of
                  the Agreement;

         14.4     Upon Termination of the Agreement: This EXHIBIT will terminate
                  automatically upon the expiration or termination of the
                  Agreement.

         14.5     Survival: The provisions of SECTIONS 8.0, 10.0, 11.0, 12.0,
                  13.0, 14.2, 14.3, and 14.5 will survive the expiration or
                  termination of this EXHIBIT.

                                                                    Page 7 of 18
<PAGE>

                          E-AGENT EXHIBIT: ATTACHMENT A
                                AGENCY FEE MATRIX

A.       PURPOSE:

         This document specifies the rules for calculating eAgent fees under the
         Cisco eAgent Program.

         All discounts below are discounts off Cisco's then-current List Price
         for a particular Product or Service unless otherwise noted.

B.       eAGENT FEE TABLES:

         The attached tables are provided as an aid in calculating eAgent Fees.
         Table I covers the standard hardware discount ranges. Table 2 covers
         the discount ranges for SmartNet (Cisco brand services). If the desired
         discount is not covered in the table, use the calculation method
         described in the eAgent Fee Calculation sections below.

TABLE 1
HARDWARE

<TABLE>
<S>             <C>     <C>    <C>     <C>    <C>    <C>     <C>    <C>   <C>    <C>    <C>    <C>   <C>     <C>    <C>    <C>
End User
Discount          42%     41%    40%     39%    38%    37%     36%    35%   34%    33%    32%    31%    30%    29%    28%    27%

Gold 39%        if approved by an authorized   0.9%   1.8%    2.7%   3.6%  4.5%   5.4%   6.3%   7.2%   8.1%   9.0%   9.9%  10.8%
Silver 37%   Cisco Controller, then eAgent Fee                0.9%   1.8%  2.7%   3.6%   4.5%   5.4%   6.3%   7.2%   8.1%   9.0%
Premier 34%          is up to 4% of Net                                           0.9%   1.8%   2.7%   3.6%   4.5%   5.4%   6.3%

                  26%     25%    24%     23%    22%    21%     20%    19%   18%    17%    16%    15%    14%    13%    12%    11%

Gold 39%        11.7%   12.6%  13.5%   14.4%  15.3%  16.2%   17.1%  18.0% 18.9%  19.8%  20.7%  21.6%  22.5%  23.4%  24.3%  25.2%
Silver 37%       9.9%   10.8%  11.7%   12.6%  13.5%  14.4%   15.3%  16.2% 17.1%  18.0%  18.9%  19.8% 120.7%  21.6%  22.5%  23.4%
Premier 34%      7.2%    8.1%   9.0%    9.9%  10.8%  11.7%   12.6%  13.5% 14.4%  15.3%  16.2%  17.1%  18.0%  18.9%  19.8%  20.7%

                  10%      9%     8%      7%     6%     5%      4%     3%    2%     1%     0%

Gold 39%        26.1%   27.0%  27.9%   28.8%  29.7%  30.6%   31.5%  32.4% 33.3%  34.2%  35.1%
Silver 37%      24.3%   25.2%  26.1%   27.0%  27.9%  28.8%   29.7%  30.6% 31.5%  32.4%  33.3%
Premier 34%     21.6%   22.5%  23.4%   24.3%  25.2%  26.1%   27.0%  27.9% 28.8%  29.7%  30.6%
</TABLE>

 [ ] Requires Cisco authorized Controller approval

         If End User discount is > or = reference percent, then order placed on
         hold.

         If Controller approves, then up to 4% of net sales as eAgent Fee.

         If Controller denies, then order is rejected. Integrator may resell
         Products or Services outside eAgent Program.

 [ ] Auto-book orders at the agent fee shown

         Gold               = .9* (39% - end customer discount)* ext list price.
         Silver             = .9* (37% - end customer discount)* ext list price
         Qualified Premiers = .9* (34% - end customer discount)* ext list price.

                                                                    Page 8 of 18
<PAGE>

TABLE 2

<TABLE>
<S>             <C>    <C>    <C>     <C>    <C>    <C>     <C>    <C>   <C>    <C>    <C>   <C>    <C>    <C>    <C>    <C>
End User          21%    20%    19%     18%    17%    16%    15%    14%   13%    12%    11%    10%     9%     8%     7%     6%
Discount

25% Category            1.8%   2.7%    3.6%   4.5%   5.4%   6.3%   7.2%  8.1%   9.0%   9.9%  10.8%  11.7%  12.6%  13.5%  14.4%
20% Category          If approved by an authorized   0.9%   1.8%   2.7%  3.6%   4.5%   5.4%   6.3%   7.2%   8.1%   9.0%   9.9%
15% Category          Cisco Controller then eAgent                                     0.9%   1.8%   2.7%   3.6%   4.5%   5.4%
10% Category          Fee is up to 4% of Net.                                                                             0.9%

                   5%     4%     3%      2%     1%     0%

25% Category    15.3%  16.2%  17.1%   18.0%  18.9%  19.8%
20% Category    10.8%  11.7%  12.6%   13.5%  14.4%  15.3%
15% Category     6.3%   7.2%   8.1%    9.0%   9.9%  10.8%
10% Category     1.8%   2.7%   3.6%    4.5%   5.4%   6.3%
</TABLE>

 [ ] Requires Cisco authorized Controller approval

         If End User discount is > or = reference percent, then order placed on
         hold.
         If Controller approves, then up to 4% of net sales as eAgent Fee.
         If Controller denies, then reject order. Integrator may resell Products
         or Services outside eAgent Program.

 [ ] Auto-book orders at the agent fee shown

         25% Category  = .9* (22% - End User discount)* ext list price
         20% Category  = .9* (17% - End User discount)* ext list price
         15% Category  = .9* (12% - End User discount)* ext list price
         10% Category  = .9* ( 7% - End User discount)* ext list price

C.       DEFINITIONS:

END USER DISCOUNT          The discount quoted to the End User. This does not
                           include any promotional discounts or Technology
                           Migration Program (trade-in) discounts. This discount
                           is off of Cisco's then-current List Price.

REFERENCE PERCENT          This is a percent that is assigned to the Integrator
                           for the purposes of calculating THE SPREAD.
                           Currently, the REFERENCE PERCENTS are set at: Gold =
                           39%, Silver = 37%, Premier = 34% for product.

THE SPREAD                 THE SPREAD is the difference between END USER
                           DISCOUNT and the REFERENCE PERCENT.

                           REFERENCE PERCENT - END USER DISCOUNT = THE SPREAD.

FACTOR                     The FACTOR is the percentage that is multiplied by
                           THE SPREAD to determine the eAGENT RATE. THE FACTOR
                           is currently set at 90%.

eAGENT RATE                The eAGENT RATE is the product of THE SPREAD
                           multiplied by the Factor. The eAGENT RATE is the
                           percentage which is multiplied by the extended valued
                           a line item at list price to determine the eAGENT
                           FEE.

                           eAGENT RATE = FACTOR*THE SPREAD

                                                                    Page 9 of 18
<PAGE>

eAGENT FEE                 The number of dollars that is paid to Integrator
                           based on the eAGENT RATE multiplied by the extended
                           value of a line item at list price.

                           eAGENT FEE = eAGENT RATE*EXTENDED LIST PRICE

GOLD                       The GOLD Certified Partner Program is designed to
                           recognize and reward our Partners who achieve the
                           highest expertise and success in selling, designing,
                           supporting, and servicing Cisco solutions. Gold
                           Certified Partners have completed comprehensive
                           training that ensures a consistently high level of
                           product knowledge, technical expertise, and service
                           capabilities.

SILVER                     The SILVER Certified Partner Program is designed to
                           recognize and reward our Partners who achieve success
                           in selling, designing, supporting, and servicing
                           Cisco solutions. Silver Certified Partners have
                           completed comprehensive training that ensures a
                           consistently high level of product knowledge,
                           technical expertise and service capabilities.

PREMIER                    The PREMIER Certified Partner Program is designed to
                           recognize and reward resellers who achieve sales
                           success with Cisco networking solutions. Premier
                           Certified Partners achieve Cisco's first
                           certification level by completing sales and technical
                           training and meeting other program criteria.

D.       eAGENT FEES:

         eAGENT RATES will be calculated in terms of percentages of List Price
         and will be applied to the individual line items in an order. The
         eAGENT RATE (%) is multiplied by the extended list price of the
         individual line item in determining the eAGENT FEE.

E.       NON-STANDARD PRICING:

         1.       SKUs that have standard promotional discounts (promotional and
                  Technology Migration Program discounts) will be allowed into
                  the eAgent program. These discounts are not included nor
                  considered in any way in the calculation of eAGENT FEES.

         2.       Any other non-standard discounts (i.e. deals desk and/or any
                  other discount of any sort), will be taken into consideration
                  when calculating the eAGENT FEE using the formula set out at
                  point G below.

F.       eAGENT FEE CALCULATION:

         Note: All percentages below are given in terms of Cisco's then-current
         List Price.

         1.       For eAGENT FEES to be paid on a line item, the END CUSTOMER
                  DISCOUNT CANNOT BE HIGHER THAN INTEGRATOR'S ASSIGNED REFERENCE
                  PERCENT.

                                                                   Page 10 of 18
<PAGE>

                  The eAgent Fee is calculated by line item.

         2.       Each Integrator receives an eAgent Reference Percent based on
                  its Certification Partner Program Level: i.e., Gold, Silver,
                  and Premier.

                  Product - Gold = 39%, Silver = 37%, Premier= 34%.

                  Support - 25% Category = 22%, 20% Category = 17%, 15% Category
                  =12%, 10% Category = 7%.

                  End Customer discount on list price is subtracted from the
                  eAgent Reference Percent to derive at The Spread.

                  The Spread is multiplied by the Factor which is set at 90% to
                  determine the eAgent Rate.

                  The eAgent Rate is then multiplied by the extended list price
                  of the line item to derive at the eAgent Fee.

                  The easiest method to determine the eAgent Fee is to refer to
                  the tables at the beginning of this section.

                  Example for hardware:

                  Factor* (Reference Percent - End Customer Discount)* Extended
                  List Price = eAgent Fee.

                  Gold    = .9* (39% - End Customer Discount)*
                            Extended List Price = eAgent Fee.

                  Silver  = .9* (37% - End Customer Discount)*
                            Extended List Price = eAgent Fee.

                  Premier = .9* (34% - End Customer Discount)*
                            Extended List Price = eAgent Fee.

                  If an Integrator's assigned Reference Percent for a given line
                  item is 39%, and the End Customer Discount is 34% off list,
                  then The Spread of 5% is multiplied by the Factor of 90%. The
                  eAgent Rate for this line is 4.5%. This 4.5% is then
                  multiplied by the extended list price of the line to derive at
                  the eAgent Fee.

                  9* (39% - 34%) = 4.5%
                  4.5% *Extended List Price = eAgent Fee

G.       NON-STANDARD eAGENT FEE CALCULATION:

         1.       For non-standard eAgent Fees to be paid on a line item, a
                  Cisco Authorized Controller must approve the order. This could
                  add lead-time to the fulfillment of the order.

                                                                   Page 11 of 18
<PAGE>

         2.       Provided the Order is approved, a non-standard eAgent Fee up
                  to four percent (4%) of the net price of the line item may be
                  awarded.

H.       EXEMPTIONS:

         eAgent Fees will not be paid on Shipping Charges, Sales Tax, SIS, or
         Support Renewals.

                                                                   Page 12 of 18
<PAGE>

                              eAGENT: ATTACHMENT B
                         INTEGRATOR ORDERING GUIDELINES

PART A PLACING ORDERS

1.       Integrator will work with the End User to design the appropriate
         solution for the End User's business needs.

2.       End Users must be qualified for participation in the eAgent Program
         before Integrator can create orders on their behalf. For those End
         Users nominated for the Program by Integrator, Integrator will receive
         electronic notification from Cisco indicating whether or not End User
         is qualified for the Program. End Users currently qualified for the
         Program will also be identified on the eAgent Program web site.

3.       Program Orders intended for the eAgent Program must be placed on the
         End User's designated eAgent account.

4.       Integrator shall initiate Program Order entry on behalf of End Users
         via Cisco's On-Line Ordering Tool ("ORDERING TOOL") with the following
         criteria:

         (a)      Products and, if applicable, Cisco Brand Resale Services,
                  together with agreed upon pricing, must be included on the
                  Program Order as quoted to the End User by the Integrator.

         (b)      The Ship-To will list the End User or an address identified by
                  the End User.

         (c)      Program Order is taxable at End User discount and pricing.

5.       If there is an issue with the Program Order, Cisco will contact
         Integrator or End User.

6.       Product ship date requested by Integrator or End User at time of order
         cannot be greater than 60 days from the date the Program Order is
         placed.

7.       Program Orders may be accepted by Cisco only if Cisco already has an
         End User Terms and Conditions document specific to the eAgent Program
         signed by End User on file.

PART B: VALID PURCHASE ORDER

1.       All Program Orders must be submitted via the Ordering Tool on Cisco's
         web site.

2.       Document Reference Number: All Program Orders must include a document
         reference number (e.g. purchase order number). Accounts Payable
         departments will not pay invoices without having a reference number.

3.       Bill-To Address: All Program Orders must contain complete and accurate
         bill-to addresses. The Bill-To address on a Program Order must be
         identical to End User's address as qualified by Cisco for the Program.
         There must be a specific location where the invoices can be submitted
         for payment. Address must include a contact name, phone

                                                                   Page 13 of 18
<PAGE>

         number, and/or department. If the Program Order requests an order
         acknowledgment, relevant contact information must be included on the
         Program Order as submitted to Cisco via the Ordering Tool. Fax numbers
         and email addresses for Program Order acknowledgements may be omitted
         if Cisco has the fax numbers and email addresses on file.

4.       Ship-To Address: All Program Orders must contain a specific End User
         designated location where the product will be shipped. The ship-to
         address must include a contact name and phone number. The ship-to
         location may not be a PO Box.

5.       Product Description: Program Orders must indicate Products to be
         purchased by using Cisco part numbers.

6.       Pricing:

         (a)      All Program Orders must include discounted pricing for each
                  Product ordered and the total dollar amount. For each Product
                  ordered, the discount percentage must be clearly specified.

         (b)      Price provided on the Program Order must be the same as prices
                  quoted by Integrator to End User. All prices must be quoted in
                  U.S. dollars.

PART C: ADDITIONAL TERMS AND CONDITIONS

1.       Payment Terms: All Program Orders must specify net payment terms of not
         more than thirty (30) days from date of shipment.

2.       Freight Terms: All Products will be shipped Federal Express, Priority
         Two, unless the End User specifies another form of shipment. The FOB
         point will be San Jose, California, provided that Cisco may designate a
         different shipment point for particular Products. Freight will be
         pre-paid by Cisco and billed to the End User. End Users who wish to pay
         for shipping must provide a freight account number on the Program Order
         they submit.

3.       Change Orders: Change Orders are subject to the same controls as the
         original order. All change orders are subject to the same documentation
         requirements as are applicable to original Program Orders (see PART B
         above). All requests for changes must be submitted using the Cisco
         Change Order Tool. Integrator acknowledges that this tool may reject
         requests for changes made late in Cisco's manufacturing process.

                                                                   Page 14 of 18
<PAGE>

                              eAGENT: ATTACHMENT D
                          INTEGRATOR SET-UP PREFERENCES

      INSTRUCTIONS: PLEASE TYPE IN SPACES PROVIDED TO COMPLETE FORM. PLEASE
            RETURN COMPLETED FORM WITH YOUR eAGENT PROGRAM AGREEMENT
     INFORMATION MARKED WITH AN ASTERISK (*) IS REQUIRED. CISCO CAN PROCESS
            COMPLETED FORMS ONLY. INCOMPLETE FORMS WILL BE RETURNED.

Contact Name:           Gary Derheim
Contact E-mail Address: gary.derheim@inetx.com
CAM's Name:             Valerie Corniello

A.       PARTNER ADDRESS INFORMATION: Provide your Company's Accounts Payable
         address.

         Company Name*             InterNetwork Experts
         Federal Tax ID Number*    76-0650041
         Address (line 1)*         15960 Midway Rd.
         Address (line 2)*         Suite 101
         Address (line 3)*
         Country*                  United States
         City*                     Addison
         State*                    TX
         Province*
         County*                   Dallas
         Zip Code*                 75001

B.       ORDER/PRODUCT CONTACT PERSON: Provide the name of the person most
         likely to resolve questions regarding the product order.

         First Name*               NICOLE
         Last Name*                KUBELKA
         Phone Number*             469-791-4931
         Fax Number*               469-791-4888
         E-mail Address*           NICOLE.KUBELKA@INETX.COM

--------------
* Information marked with an asterisk (*) is required. Cisco can process
completed forms only.

                                                                   Page 15 of 18
<PAGE>

C.       DISPUTE CONTACT PERSON: Provide the name of the person most likely to
         handle questions on installation and/or configuration.

         First Name*               PAUL
         Last Name*                KLOTZ
         Phone Number*             469-791-4802
         Fax Number*               469-791-4888
         E-mail Address*           PAUL.KLOTZ@INETX.COM

D.       PAYMENT FREQUENCY:** How often should Cisco pay Agency fees? Check only
         one.

         [X] Per Invoice        [ ] Weekly     [ ] Monthly       [ ] Quarterly

E.       PAYMENT TYPE:** How should Cisco pay Agency Fees? Check only one.

         [X] Check (Complete [ ] ACH (Sections F and G, [ ] Wire (Sections F and
             Section F below     below, required)           G, below, required)
             only

F.       PAYMENT REMIT-TO ADDRESS: Provide the company name in which Bank
         Account is held, address where your company receives payments, and the
         name of your company's Accounts Receivable/Banking contact.

         Beneficiary Name**        InterNetwork Experts, Inc.
         Address**                 156960 Midway Rd.
         Address                   Suite 101
         Address
         Country**                 United States
         City*                     Addison
         State**                   TX
         Province
         County**                  Dallas
         ZIP Code**                75001
         Contact First Name**      Kim
         Contact Last Name**       Scott
         Contact Phone Number**    469-791-4861
         Contact Fax Number**      469-791-4888
         Contact E-mail Address**  kim.scott@inetx.com

----------------
*  Information marked with an asterisk (*) is required. Cisco can process
   completed forms only.

** Information marked with an asterisk (*) is required. Cisco can process
   completed forms only. In Section E: if you choose "check," complete Section F
   only. If you choose "ACH" or "Wire," complete both Sections F and G.

                                                                   Page 16 of 18
<PAGE>

G.       BANK INFORMATION: If you selected "Wire Transfer" or "ACH" in Section E
         above, please provide the bank and account to which Agency Fees should
         be transferred.

         Bank Name*                        Southwest Bank of Texas
         Bank Address*                     4925 San Felipe
         Bank Address*
         Bank Address*
         Bank Country*                     United States
         Bank City*                        Houston
         Bank State*                       TX
         Bank Province*
         Bank County*
         Bank Zip Code*                    77027
         Bank Account Number*
         Transit ABA Number* (9 Digits)

H.       eAGENT AUTHORIZED USERS: Provide names of users at your company who are
         authorized to participate in eAgent. Please include yourself. Add more
         rows as needed.

         Type of Access (check one):
         Submit = user can create orders and take action in Cisco online
         ordering tools
         Read-only = user can view information in Cisco online ordering tools
         only

         Authorization Level (check if applicable):
         Authorized = user is authorized to provide updates to this form

<TABLE>
<CAPTION>
                                                                                        TYPE OF ACCESS        AUTHORIZED LEVEL
NAME (FIRST & LAST)*                JOB TITLE                   CCO USER ID*              (CHECK ONE)      (CHECK IF APPLICABLE)
--------------------                ---------                   ------------              -----------      ---------------------
<S>                      <C>                                    <C>                     <C>                <C>
Nicole Kubelka           Sr. Manager, Service Delivery            nkubelka               [X] Submit           [X] Authorized
                                                                                         [ ] Read-only
Kim Scott                Operations Manager                       kim-scott              [X] Submit           [X] Authorized
                                                                                         [ ] Read-only
Paul Klotz               VP, COO                                  p.klotz                [X] Submit           [X] Authorized
                                                                                         [ ] Read-only
Gary Derheim             Director, Alliances                      derheim                [X] Submit           [X] Authorized
                                                                                         [ ] Read-only
Tracy Schlessman         Branch Manager                           t-schlessman           [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
Mark Hilz                President                                mhilz                  [X] Submit           [X] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
</TABLE>

--------------
*  Information marked with an asterisk (*) is required. Cisco can process
   completed forms only.

                                                                   Page 17 of 18
<PAGE>

<TABLE>
<CAPTION>
                                                                                        TYPE OF ACCESS        AUTHORIZED LEVEL
NAME (FIRST & LAST)*                JOB TITLE                   CCO USER ID*              (CHECK ONE)      (CHECK IF APPLICABLE)
--------------------                ---------                   ------------              -----------      ---------------------
<S>                                 <C>                         <C>                     <C>                <C>
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
                                                                                         [ ] Submit           [ ] Authorized
                                                                                         [ ] Read-only
</TABLE>

Company Name/Address: InterNetwork Experts, Inc.
                      15960 Midway Rd., Suite 101
                      Addison, Texas 75001
                      Attn: Gary Derheim
                      469-791-4904

[X] NO TERMS REQUIRE COMPLIANCE

Contract Type:        [X]  SI             [ ]  SP                [ ]  SP Telco
                      [ ]  Dist           [ ]  VPA               [ ]  Gov't
                      [ ]  ICSG           [ ]  LOI/LOA/MOU
                      [ ]  Affiliate      [X]  Other EAgent Amendment to SI

EAgent Amendment.  Attachment C filled out manually.  Amendment 1.

Payment Currency:

[ ] LCA signed   Currency:  [X] USD  [ ] CAD   [ ] AUD  [ ] Japan  [ ] Other

ACCOUNT MANAGER: Valerie Corniel              CONTRACT NEGOTIATOR: Emilie Eukada

VAP

                                                                   Page 18 of 18