**Exhibit 10.23**AMENDMENT NO. 5This Amendment No. 5 (the “Amendment”) to the U.S. Systems Integrator Agreement (the“Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation havingits 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 businessat 15960 Midway Road, Suite 101, Addison, Texas, 75001 is entered into as of the date lastwritten below (“the Effective Date”).WHEREAS, Cisco and Integrator have previously entered into the Agreement dated November 13, 2001,as amended; andNOWWHEREFORE, the parties agree to amend the Agreement as follows:1). The term of the Agreement is extended until November 12, 2005.If the Agreement shall have expired prior to the Amendment Effective Date, any ordersreceived and Products purchased between the date of expiration and the AmendmentEffective Date shall be in all respects deemed made under theAgreement as in effectprior to this Agreement.2). Exhibit C-2, Cisco Brand Services Resale Exhibit shall be replaced in its entiretywith the attached Exhibit C-3 3). 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 ofthe last date which is written below.         CISCO SYSTEMS, INC. INTERNETWORK EXPERTS, INC.           BY: /s/ Frank A. Calderon  BY: /s/ Paul Klotz   (Authorized Signature) (Authorized Signature)           NAME: FRANK A. CALDERON NAME: PAUL KLOTZ           TITLE: VP, WW SALES FINANCE TITLE:  Vice President           DATE: 1/27/05 DATE: 1/21/05  IE/Amend 5/CONFIDENTIAL Page 1 of 9
 

 
 2.1 BPRA. Integrator must complete the Business Partner Readiness Assessment prior to resale of anyServices hereunder.  2.2 Ordering Tools. Integrator agrees to use Cisco offered electronic ordering solutions (e.g. Ordering Tooland Service Contract Center) for any new service orders or service renewalorders. End-User name and site details are required to place anyorders.3.0 CISCO RIGHTS AND OBLIGATIONS. For each End User to whom Integrator resellsCisco Brand Services, Cisco will use commercially reasonable efforts to provideServices directly to Integrator’s End User in accordance with the following. 3.1 Cisco.com Access. Cisco will provide an appropriate level of partneraccess to Cisco.com. This systemprovides Integrator with technical and general information on Products.  3.2 Warranty. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes and Hardwarereplacement 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, orprovide 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 EndUsers 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 inthe published Product warranty provided with the original Product. 3.3 Resale of Services. Cisco will make the Services listed in Attachment A, Services Availability, to thisExhibit available to Integrator for resale to Integrator’s End Users. Services are subject to the availabilitylimitations specified in Attachment A.  3.4 Support Agreements. Support will be provided to End Users pursuant to a standard Cisco SupportAgreement between Cisco and End User. The Support Agreements to be used areprovided by Cisco.Notwithstanding anything to the contrary, nothing in this Exhibit shall requireCisco to execute a SupportAgreement with an End User. Prior to commencing Services for an End User, Ciscomust receive thedocuments specified in Section 4.1.*2*of this Exhibit whereupon Cisco will: 3.4.1 Validate Product model and serial numbers.  3.4.2 Execute and return the Support Agreement and provide anEquipment List (excluding charges)and the Support Agreement number to the End User.  3.4.3 Provide a copy of the Equipment List (including charges) and Support Agreement number toIntegrator.4.0 INTEGRATOR RIGHTS AND OBLIGATIONS. 4.1 Resale of Services. Subject to the terms and conditions ofthis Exhibit, Integrator is authorized on a non-exclusive basis to resellServices to End Users, according to the following process:4.1.1 Integrator resells the Services to an End User and providing the End User witha copy of the standard Cisco Support Agreement for review and signature. Integratorand End User may not make any modification(s) to the Support Agreement. 4.1.2 Cisco requires the following documents fromIntegrator prior to commencing Services to End Users: IE/ Amend 5 / CONFIDENTIAL Page 3 of 9
 

 
Warranty shall commence upon shipment to the End User. Warranty serviceconsists of the following Software and Hardware replacement services: 4.5.1.1 Integrator will distribute Bug Fixes to the End User during thewarranty period.  4.5.1.2 Integrator will meet the replacement obligations as set forth in thethen-current publishedProduct warranty applicable to the particular Product sold to the EndUser.  4.5.2  Returns Coordination. For Product returned to Cisco forreplacement under warranty, Integrator will comply with thefollowing: 4.5.2.1 Coordinate the return of all failed parts, freight and insuranceprepaid, to the Ciscodesignated location. For Product that has been advance replaced pursuant to the Productwarranty terms, integrator shall return falled/defective Product within ten (10) days ofreceipt of the replacement Product; otherwise, Product will be invoiced to Integrator at thethen current list price.  4.5.2.2 Comply with the following RMA procedure: 4.5.2.2.1 Ensure all Products are property packaged prior to being shipped, andwill include a written description of the failure andspecification of any changes or alterations made to theProduct. Product returned to Cisco will conform inquantity and serial number to the RMA request.  4.5.2.2.2 Tag each Product returned with the RMA transaction number anda brief description of the problem. 4.6 Unsupported End User List. If Integrator elects not to support Product underthis Exhibit, Integrator shall refer End User information, including but not limitedto End User name, address and phone number to Cisco at the time of Product purchaseor renewal of support via any of the means described in section 1.4 above. If Productbecomes unsupported due to End User decision at some point subsequent to initialdeployment, Integrator shall refer End User information to Cisco within 90 days ofequipment becoming unsupported.**5.0 PRICE AND PAYMENT TERMS.**   5.1 Discounts. 5.1.1 Unit-Based Model. The price of Services to Integrator for aperiod of twelve months from the Effective Date (“Unit-Based MeasurementPeriod”) shall be calculated by applying Cisco’s then-current service listprice less the applicable discount based on Integrator’s ability to haveattached Service to Product purchased (“Attach Rate”) over the previous twelve(12) month period on a units-based method (“Unit-Based”) shown below.    Determination of Unit-Based Attach Rate. Unit-Based Attach Rate isestablished by calculating Integrator’s total number of Products covered byCisco brand services (per Attachment A) as a percentage of the total numberof Products purchased over the most recent period of twelve (12) fullcalendar months.     Attach Rate Discount0% – 35%  10%36% – 55%  15%56% – 74%  20%75%+  25% 5.1.2 Revenue-Based Model. The price of Services to Integrator for a period oftwelve months from expiration of the Unit-Based Measurement Period and forsubsequent twelve month period(s) (“Revenue-Based Measurement Period”) shall becalculated by applying Cisco’s then-current IE/ Amend 5/ CONFIDENTIAL Page 5 of 9
 

 
 5.3 All prices in the Equipment List(s) are exclusive of any taxes and dutieswhich, if applicable, shall be paidby Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billedto Integrator: time and material fees and Product list price of replaced Product not returned pursuant tothe terms of End User’s Support Agreement.  5.4 This Agreement may be terminated by Cisco and/or Cisco may suspend its performance immediatelyupon Notice if (i) Integrator does not provide the Unsupported End User List pursuant to Section 4.3 withinthirty (30) days after the end of the previous quarter and after Notice from Cisco or (ii) Integrator fails topay for the Services when due and fails to make such payment within fifteen (15) days after Notice fromCisco of such past due payment. Notwithstanding the above, Cisco shall have the right to seek paymentfor Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant tothe payment terms.  5.5 Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, norany employee or representative of Cisco, may give any special treatment (favorable or unfavorable) toIntegrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco oranyone else has any authority to specify what Integrator’s resale prices for the Services must be, or toinhibit in any way, Integrator’s pricing discretion with respect to the Services.  5.6 Support for Other Product. Integrator may support Other Product under the following conditions:Integrator provides Cisco (i) a request to support Other Product and (ii) a letter from the End Userincluding a request for Service from the Integrator and a list of the Product(s) and serial number(s) to besupported.**6.0 GENERAL.** 6.1 Entitlement. Integrator acknowledges that an End User is entitled to receive support services only onProduct for which Integrator has paid the applicable license and support fees to Cisco. Integrator agreesto 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 theinformation 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 ofCisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. NeitherIntegrator nor Cisco will make any obligation to End Users on behalf of the other, nor commit theresources of the other to End Users.  6.4 Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that ofindependent contractors, and nothing contained in this Exhibit shall be construed to (i) give either party thepower to direct and control the day-to-day activities of the other, (ii) constitute the parties as jointventurers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integratorto create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligationsassociated with Integrator’s business are the sole responsibility of Integrator. All sales end otheragreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall haveno effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, andshall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (includingCisco’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 orexpense, including reasonable court costs and attorney’s fees, resulting from anyclaim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise. Thisshall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide theServices described herein. IE/ Amend 5/ CONFIDENTIAL Fage 7 of 9
 

 
APPENDIXA CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINETo ensure that all problems are reported in a standard format, Cisco has established the followingproblem priority definitions. These definitions will assist Cisco in allocating the appropriateresources to resolve problems. Integrator must assign a priority to all problems submitted toCisco.PROBLEM PRIORITY DEFINITIONS:  Priority 1:   An existing network is down or there is a critical impact to the End User’sbusiness 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 aspectsof the End User’sbusiness operation are being negatively impacted by unacceptable networkperformance. Cisco,Integrator and End User will commit full-time resources during Standard BusinessHours to resolvethe situation.   Priority 3:   Operational performance of the network is impaired while most businessoperations remain functional.Cisco, Integrator and End User are willing to commit resources during StandardBusiness Hours torestore 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 EndUser are willing to provide resources during Standard Business Hours to provideinformation or assistance as requested.Cisco encourages Integrator to reference this guide when Integrator-initiated escalation isrequired. If Integrator does notfeel that adequate forward progress or the quality of Cisco service is satisfactory, Ciscoencourages Integrator to escalatethe problem ownership to the appropriate level of Cisco management by asking for the TAC DutyManager.CISCO ESCALATION GUIDELINE:         Elapsed Priority 1 Priority 2 Priority 3 Priority 4Time          Customer