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Statement of Work
 MBT International, Inc. SERVICES AGREEMENT
   1 Definitions
  2 Work Product, Functional and Technical Requirements/Assumptions
     -1-




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a.
    
    Visual Networks will assign point/s of contact for all query resolutions.
Turnaround time for query resolution will be two business days. Delays in query resolution
will affect the project schedule.b.
    
    Visual Networks will identify SMEs/Architects to work with Vendor.c.
    
    Visual Networks will make available necessary documentation, authorization and
access to Visual Networks servers for the purpose of requirements management, test case
management as well as source control management. And all of this will be made available in
a timely manner required to execute the project.d.
    
    Visual Networks will provide the facility of test lab for the purpose of conducting
integration and verification test plans.e.
    
    Interface document provided will be updated to latest release.f.
    
    Vendor will perform usability, documenting, design, development and testing (unit,
system, verification) activities in India.
  a.
    
    Usage of third party controls will be approved by Visual Networks.b.
    
    It is important to maintain the look and feel if a third party control is used.
With mutual agreement between MBTi and Visual Networks, a decision will be made on
implementing this feature.c.
    
    Tool developed will be tested against all supported hardware components.d.
    
    Visual Networks will provide:
 i.
    
    Latest interface document between various components/modulesii.
    
    Latest release code, and documentation relevant to what is being developediii.
    
    User Interface standards and guidelines.
 3 General Work Responsibilities
 a.
    
    Vendor shall be fully responsible for all the tasks related to design, development,
unit-testing, integration testing, verification, documentation, and delivery of the
Services and Work Product under this SoW.b.
    
    Vendor shall be responsible for all project management tasks, which shall also
include formal reporting to Visual Networks on the project status.c.
    
    Vendor shall plan the work in accordance with mutually agreed milestones and
detailed schedule submitted against the requirements.d.
    
    Approval from Visual Networks shall be obtained for the successful completion of
all the below listed milestones.e.
    
    Final delivery of the work to Visual Networks shall be based on the total
compliance of all the requirements.
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#
    
    Milestone1
    
    Project Kickoff review2
    
    Preliminary Design Review3
    
    Final Design Review4
    
    Code complete5
    
    Code reviews complete6
    
    GUI Check point7
    
    Review System Integration Test Plan8
    
    Review Verification Test Plan9
    
    Complete System Integration Test10
    
    Start System Verification11
    
    Complete System Verification12
    
    Integrate code into current release code-base13
    
    Completion of Verification after code Integration14
    
    Acceptance review15
    
    Delivery to Visual Networks
  4 Vendors Responsibilities
  a.
    
    Vendor shall deliver all the necessary application software and other Work Product
to Visual Networks.b.
    
    Vendor shall deliver the Project Plan to Visual Networks.c.
    
    Vendor shall deliver all functional specifications, design documentation, unit-test
plans, unit-test cases, system integration test plan, system integration test cases,
verification test plan, verification test cases, system integration and verification test
reports, bug reports for all submitted bugs and the code integration plan which were
created during this project, to Visual Networks.d.
    
    Vendor shall deliver all the code review and design review forms, which list the
action items and dates the issues were resolved, to Visual Networks.e.
    
    Vendor shall provide the necessary office facility and amenities to Visual Networks
staff at the selected site including a workstation, connection to the internet, voice and
internet communications, etc.
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5 Visual Networks Responsibilities
 a.
    
    Provisioning of a test lab that has a Frame Relay, ATM and IP Network setup with
all the required ASE models at the Rockville site for the purpose of conducting the
integration and verification test plans.b.
    
    Leading the user-interface design for the functional requirements.c.
    
    Providing guidelines for the software design (with supporting documents).d.
    
    Providing interface documents for the various components.e.
    
    Providing sufficient access to the Visual Networks Rockville servers for the
purpose of requirements management, test case management as well as source control
management for the pre-determined required time periods.f.
    
    Vendors consultants may have to visit Visual Networks development centers for
training, requirements analysis, architectural discussions etc. During their stay in USA,
Visual Networks will provide the necessary infrastructure for Vendors consultants at no
cost to Vendor. The necessary infrastructure includes hardware, software, office
infrastructure, etc.
 6 Project Management
  a.
    
    Vendor shall create and submit a Project Plan based on the version submitted as
part of Visual Networks requirements.b.
    
    Vendor management and development processes shall adhere to ISO-9001 processes (or
equivalent). Visual Networks shall have the right to audit the processes applied to this
project at any time during the project execution.c.
    
    Vendor shall outline the project activities, proposed management team organization
along with the overall responsibilities in the Project Plan.d.
    
    Vendor shall list the risks and open issues in the Project Plan.e.
    
    The Project Plan shall be formally submitted within the mutually agreed upon date
from project commencement.f.
    
    Vendor shall report status, risk and provide any subsequent updates to the Project
Plan in accordance with the requirements on a regular basis.g.
    
    Vendor shall maintain all project documentation related to project planning and
provide all Deliverables and other Work Products to Visual Networks.
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a.
    
    Vendor shall schedule all project milestone review meetings with Visual Networks at
least 1 week prior to the meeting providing the necessary documentation (agenda, items to
discuss, documents to review) at that time for the review.b.
    
    Vendor shall be responsible for documenting the review minutes and managing the
action items. These meeting minutes will be published to the Visual Networks team within 2
business days of the time of the meeting.c.
    
    Vendor shall propose a plan for resolving issues specifically those that need
Visual Networks sign-off vs. those exclusively left for the vendor to resolve. Vendor
shall track the action items and shall provide Visual Networks team with the necessary
updates to the action items. All action items shall be resolved.d.
    
    Vendor shall implement internal and external (with Visual Networks) design, and
code reviews on all software developed as per the coding standards defined. The action item
forms for all these reviews shall be submitted to Visual Networks per instance.e.
    
    Visual Networks may call for additional review meetings as necessary as the project
progresses with reasonable advanced notice.f.
    
    The below review meetings shall be conducted by the Vendor:
 #
    
    Review Meeting
    
    Purpose
    
    Input1
    
    Kick-off Meeting
    
    Establish point of
contacts for
financial,
technical and
management issues.
Project Plan review.
Schedule review 
Agree upon format
of weekly, monthly
progress reports.
Review of
Functional
Specifications.
Review of
Configuration
Management Plan.
    
    Project Plan
Schedule
Weekly Project Report (draft)
Monthly Project Report (draft)

Functional Specification Requirements
Configuration Management Plan2
    
    Design Review
    
    Demonstrate that
requirements have
been split
thoroughly into the
functional modules.
Review the
user-interface
design.
Review the detailed
backend design.
    
    Functional Specs Requirements
System Design Documents
User-interface design documents
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#
    
    Review Meeting
    
    Purpose
    
    Input3
    
    Code Review
    
    Demonstrate that
implementation
meets standards and
best practices.
    
    Code for the relevant modules
Code standards4
    
    Product Assurance
/Test Review
    
    Review System Integration
Test Plan
Review System
Integration Test
Cases
Review Verification
Test Plan
Review Verification
Test Cases
    
    System Integration Test Plan
System Integration Test Cases
Verification Test Plan
Verification Test Cases5
    
    Final Design Review
    
    Review of updated
system documents
for completeness
against
requirements.
    
    System Design Documents
Functional Specs Requirements
User-interface design documents6
    
    Internal & external
(with Visual
Networks) code
reviews
    
    Review code
    
    Code7
    
    Code Integration
Review
    
    Review of process
to integrate code
with current
release code-base
    
    Code Integration Plan8
    
    Acceptance Review
    
    Review of Verification Test
Results for
determining
acceptance of
software by Visual
Networks
    
    Acceptance Plan
Code Integration Report
Post Code Integration -Verification Test Results
  -6-




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a.
    
    Vendor shall supply a weekly billings to date to Visual Networks. This update
will be conveyed in electronic form.b.
    
    Vendor shall supply the weekly project statuses to Visual Networks. This update
will be conveyed in electronic form and will be conducted via a phone meeting to Visual
Networks. Vendor shall be represented by the key team members during this meeting. This
update shall include:
 i.
    
    Work completed during the reporting week.ii.
    
    Progress against schedule.iii.
    
    Identify any risks and open items.iv.
    
    Identify any items that need resolution from Visual Networks.v.
    
    Identify any slips and the remedial actions to rectify those slips.vi.
    
    Identify milestones met.vii.
    
    Identify any dependencies, as well as problems experienced.viii.
    
    Review the action items planned for the next period.ix.
    
    Report any budget discrepancies.
 c.
    
    Format of the weekly project status shall be agreed upon with Visual Networks
during the kick-off review meeting.d.
    
    Vendor shall note all meeting minutes and action items during the weekly project
status meetings. This shall be published to Visual Networks within one business day of the
meeting.e.
    
    Visual Networks reserves the right to call for additional meetings.f.
    
    Visual Networks reserves the right to call for escalation meetings with senior
management should such an issue arise.
  a.
    
    Vendor shall maintain a detailed schedule of all tasks to be undertaken during this
project.b.
    
    This schedule shall be maintained and updated on a regular basis.c.
    
    Requirements shall be broken into function modules with each module further broken
into tasks.d.
    
    Schedule shall at a very minimum identify the below key milestones:
 i.
    
    Functional Specification Requirements reviewii.
    
    Design Reviewiii.
    
    Final Design reviewiv.
    
    Code complete datev.
    
    Code review datesvi.
    
    Web GUI check point (User Interface walk-through with Visual Networks)vii.
    
    System Integration Phase (include creation, and execution of test plans
and cases)viii.
    
    Verification Test Phase (include creation, and execution of test plans
and cases)ix.
    
    Code integration phase (code base from vendor is integrated with
current release code-base at Visual Networks)x.
    
    Post-verification of Integrated code-basexi.
    
    Acceptance reviewxii.
    
    Final delivery to Visual Networks
 e.
    
    Schedule shall cover all project activities from beginning of work to final
delivery to Visual Networks.f.
    
    The first breakdown of these tasks in the schedule shall be agreed upon in the
Kick-off Review.
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g.
    
    The schedule shall be maintained using Microsoft Project.h.
    
    This schedule shall be submitted as part of the monthly project review status.i.
    
    The schedule for a release would be based on requirements given in the release
requirement document. Any change in requirement may have an impact on the schedule of the
release. In such cases, vendor will assess the impact of the change on the schedule. Vendor
will present the revised schedule to Visual Networks for approval.
  a.
    
    Vendor shall assign a project manager for the duration of this project,
specifically charged with responsibility for all aspects of the work.b.
    
    Project Manager shall act as the interface with Visual Networks.c.
    
    Visual Networks reserves the right to call a meeting with the entire project team
as necessary as the project progresses with reasonable advanced notice.d.
    
    Vendor shall allow for open lines of communications between all members of the
vendor team and the Visual Networks representatives. This communication can be facilitated
via a simple telephone call, a telephone conference or email.
  a.
    
    Vendor shall provide a Configuration Management Plan that will include:
 i.
    
    Build plan that outlines the build process employed. Visual Networks
shall provide the current build procedures to the vendor.ii.
    
    Major build milestones during the Design/Development, System
Integration and Verification Phases.iii.
    
    Details of how the builds shall be made available to the vendor team
for installation.iv.
    
    Details of how the builds shall be made available to Visual Networks
during the System Integration and the Verification Test Phases.
 b.
    
    This CM plan should be reviewed during the Kick-off review meeting.c.
    
    Vendor shall appoint a team member that will be the owner and responsible for the
execution of the CM plan.
   1.
    
    High level design
 a.
    
    High level design completed for all design components and
recorded in a Design document. Vendor shall conduct multiple internal as well
as external (with Visual Networks) design reviews. Design review action item
forms submitted to Visual Networks after each design review (internal and
external).b.
    
    Project plan and detailed scheduled shall be further refined.c.
    
    All details of Visual Networks provided API shall be provided during this phase.
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2.
    
    Low level design & Implementation
 a.
    
    All low-level design and design reviews completed. Conducted
multiple internal as well as external (with Visual Networks) design reviews.
Design review action item forms submitted to Visual Networks after each design
review (internal and external).b.
    
    All design and development shall be in compliance with the
standards used by Visual Networks.c.
    
    100% target functionality shall be completed.d.
    
    All source code shall be under version control.e.
    
    All code has to be checked out under the version control system
before it is modified.f.
    
    If there an exception to the above, then that needs to be
clearly communicated to the Visual Networks lead.g.
    
    The list of all files that will be merged needs to be
communicated to the Visual Networks lead.h.
    
    Vendor shall re-run the relevant test plans against the
integrated code-base to ensure there are no new problems introduced due to the
integration.i.
    
    All code reviews shall be completed.j.
    
    Unit Test Plan and Test cases recorded in Test Director. Each
test case should have a comprehensive set of test steps detailing the
requirements necessary for its execution.k.
    
    Feature is considered to be complete from a design &
development perspective only when all the required design reviews, code
reviews, and unit-test writing and execution have been completed.l.
    
    System Integration & Test Plan completed and reviewed. All SI&T
test cases shall be recorded in Test Director.m.
    
    All Verification Test plan and test cases shall be recorded in
Test Director.n.
    
    Verification Test Cases should have a direct map to the current
requirements to ensure full coverage.o.
    
    100% of the Verification Test Plans, test procedures and test
cases reviewed and approved.p.
    
    If any customer-impacting problems are uncovered in the
Verification phase, then the responsibility lies with MBT to make the necessary
modifications to be compliant with the requirements.
 3.
    
    System Integration and Test
 a.
    
    System Integration and test executed per the plan and test
execution recorded in Test Director.b.
    
    All problems found during the System Integration and Test phase
shall be recorded into the bug tracking system, ClearQuest.c.
    
    All critical and major bugs shall be resolved during this phase.
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a.
    
    Vendor shall create and maintain test plans, test cases and test execution results
for all of the verification testing. These test records will be maintained in Visual
Networks testing repository.b.
    
    Verification Test Cases should have a direct map to the current requirements to
ensure full coverage.c.
    
    Each test case should have a comprehensive set of test steps detailing the
requirements necessary for its execution.d.
    
    Verification Test plan and test cases shall be reviewed by Visual Networks.e.
    
    All problems found during the Verification Test phase will be recorded into the bug
tracking system. Vendor shall elaborate on their bug tracking methodology.f.
    
    Vendor shall conduct problem review meetings on at least a weekly basis starting
from the System Integration Test phase with one representative from Visual Networks via the
phone.g.
    
    All customer-impacting problems need to be resolved by the vendor before acceptance
by Visual Networks. Visual Networks reserves the right to categorize a particular problem
as customer impacting.h.
    
    All Verification test results shall be subject to acceptance by Visual Networks in
accordance with the approved test plans and procedures.
  a.
    
    There will be no open customer or quality impacting problems.b.
    
    Visual Networks reserves the right to define whether a particular problem is
customer impacting or not up to the required quality.c.
    
    All mandatory test cases will be fully executed.d.
    
    Repair Efficient Percentage indicates the percentage of defects that are correctly
fixed after first being identified. Verification Test phase exit criteria include meeting
an 80% threshold for this metric.e.
    
    Defect Resolution rate indicates the percentage of defects identified for all test
passes of a test execution that have been fixed. Test phase exit criteria include meeting
an 80% threshold for this metric. Cumulative number of defects will be derived from the
number of open defects when the Verification phase starts.f.
    
    Test Case Pass rate indicates the percentage of test cases that have passed the
test. For the Verification Test phase, the exit criteria include meeting an 80% threshold
for this metric.g.
    
    Other relevant metrics for measuring progress and determine the quality of the work
shall be discussed during the Test reviews.
 7
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a.
    
    All requirements shall be met to Visual Networks reasonable satisfaction.b.
    
    Vendor shall conduct Initial Acceptance Test Review with Visual Networks prior to
code-integration with Visual Networks current release code-base.c.
    
    There will be no customer-impacting or low quality problems at the time of
delivery. The Visual Networks Technical Lead will make the decision on whether a particular
problem is customer-impacting or of low quality.d.
    
    Vendor shall provide a list of documents at the time of delivery as stated in the
Delivery section of this document.
  a.
    
    There are zero customer impacting or low quality problems in the software developed
by the Vendor. The Visual Networks Technical Lead will make the decision on whether a
particular problem is customer-impacting or of low quality.b.
    
    Software code has been fully integrated into Visual Networks current release
code-base.c.
    
    All deliverables are submitted to Visual Networks.
        -11-




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IN WITNESS WHEREOF
 MBT International, Inc.
    
    
    
    Visual Networks Operations, Inc.By:
    
    /s/ Patrick L. Murtha
    
    
    
    By:
    
    /s/ Wayne FullerPrint Name: Patrick L. Murtha
    
    
    
    Print Name: Wayne FullerTitle: President, US Operations
    
    
    
    Title: Executive Vice President
 -12-