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Exhibit 10.28
 (CA, INC. LOGO)
    
    MSP AGREEMENT
 CA, INC.
MANAGED SERVICES PROVIDER (MSP) AGREEMENT
  Name and Address of Authorized MSP:
    
    InterNetwork Experts, Inc.1955 Lakeway Drive, Suite 220, Lewisville, TX 75057Contact: Jon GrovesTel:469-549-3903
    
    
    
    E-Mail:Jonathon.Groves@netwurant.com
 This MSP Agreement (Agreement) is entered into by CA, Inc. whose principal place of business is
at One CA Plaza, Islandia, New York 11949 (CA) and the MSP identified above, and will commence on
the Effective Date.
  3.
    
    DEFINITIONS. In this Agreement each word or phrase with the initial letter
capitalized shall have the following meaning unless expressly provided otherwise. The term
Section refers to an identified section of this Agreement. A reference to an Exhibit is to
an Exhibit to this Agreement as the same may be modified by mutual agreement in writing from
time to time.
 3.1.
    
    CA Marks means CAs trade marks, service marks, logos, designations and
insignias.1.1.
    
    CA Software means CA software products stated in Exhibit A the use of which is
restricted solely to enable MSP to provide remote monitoring services to MSP End Users
using a virtual computer connection to MSP End Users networks provide any of the following
services: to monitor and provide asset management, software delivery, desktop refresh,
remote control and/or help desk services. Such CA Software shall also include all
corrections, Maintenance Releases, New Versions and associated Documentation thereto
provided by CA to MSP, but not beta, pre-release or other special release products, which
are specifically excluded from the definition of CA Software.3.2.
    
    Confidential Informationmeans the information and materials noticed or marked
by CA or MSP as confidential and proprietary. Confidential Information does not include
information that (i) is already known to the receiving party at the time it is disclosed
and has not been obtained wrongfully, (ii) becomes publicly known without fault of the
receiving party, (iii) is independently developed by the receiving party, (iv) is approved
for release in writing by the disclosing party, (v) is disclosed without restriction by the
disclosing party to a third party, or (vi) is disclosed pursuant to legal obligations
beyond the control of the disclosing and receiving parties. However, the foregoing shall
not be deemed to grant to either party a license of the other partys copyrights or
patents. For purposes of this definition, CA Software shall always be deemed Confidential
Information.3.3.
    
    Demonstration Software means the CA Software used internally by MSP on the
computer(s) listed in the applicable Demonstration Software Order Form(s) for demonstration
and support purposes.3.4.
    
    Documentation means CAs published technical manuals that accompany the CA
Software.3.5.
    
    End Users means the remote managed service third party entities for which MSP
provides or shall provide remote managed services and with whom MSP has a confidentiality
agreement sufficiently broad in scope to include the CA Software as defined below. MSP End
Users shall not include an entity that redistributes, distributes, licenses, rents or
leases CA Software to other parties in the regular course of business.1.2.
    
    End User Agreement means the terms and conditions pursuant to which an End User
has access to CA Software by MSP for MSP services including access to the functionality of
the CA Software. Such Agreement shall include terms and conditions that will cause End User
to observe usage and confidentiality restrictions set forth herein prior to allowing End
User to have such access solely for End Users Internal Use.1.3.
    
    Effective Date means the date stated in Exhibit A.
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 3.6.
    
    Internal Use means use for an End Users internal business operations only.
Internal Use does not include timesharing, provision of outsourcing or facilities
management services.3.7.
    
    Maintenance Releases means temporary fixes, error corrections, workarounds and
corrections made available by CA for MSP to support the usage of CA Software, but does not
include (i) New Versions or (ii) new products available from CA for an additional fee.1.4.
    
    New Versions means a new version of the CA Software containing new features or
functions as well as error corrections, but does not include new products available from CA
for an additional fee.3.8.
    
    Territory means the area identified in Exhibit A but always excluding any
countries which CA is prohibited from exporting its products to as prescribed by US export
laws.3.9.
    
    Upgrade means any change in the usage of the CA Products (including, but not
limited to the transfer of CA Products to a computer in a higher price classification, or
an increase in authorized use limitation) that would result in an increase in price as
determined in accordance with CAs then current price list.
 2.
    
    TERM. This Agreement, unless terminated earlier as provided in this Agreement, will
commence on the Effective Date and will expire three (3) years from the Effective Date,
subject to the term limitations specified in Exhibit A. Nothing contained in this Agreement
should be interpreted as requiring either CA or MSP to renew or extend this Agreement.4.
    
    APPOINTMENT.
 4.1.
    
    Appointment. CA appoints MSP within the Territory. This appointment is
non-exclusive, with CA reserving the right to appoint other MSPs without restriction as to
number and location. Subject to Section 3.2 below, CA grants a non-exclusive,
non-transferable, license within the Territory to:
 2.1.1.
    
    utilize the CA Software in the designated Operations Center (OC), located at the
Installation Site(s) indicated on Exhibit A, to provide remote monitoring services to
MSP End Users and to process the business data of multiple MSP End Users. If MSP
subsequently opens other OCs within the Territory, MSP agrees to obtain CAs prior
written approval to use the CA Software at such other OC locations and MSP further
agrees to comply with any reasonable conditions imposed on MSP by CA in consideration
for granting such approval. In no circumstance may MSP or any MSP End User use or
access any CA Software hereunder for the benefit of any MSP End User which is itself
engaged in the business of providing data processing services of any kind to its own
customers, whether acting as a facilities manager, remote services provider, service
bureau, outsourcer or otherwise.2.1.2.
    
    replace the CA Software with New Versions made generally available by CA from time to
time if MSP pays the applicable maintenance and support fees; and4.1.1.
    
    acquire Upgrades intended for End Users from CA, on an as-needed basis if MSP shall
have paid the applicable maintenance and support fees.4.1.2.
    
    provide demonstration of the MSP service to End Users or prospective end users that
includes CA Software subject to the confidentiality and usage restrictions contained
herein.
 4.2.
    
    Restrictions. The license made available to MSP is subject to the following:
 4.2.1.
    
    MSP shall not reverse engineer, disassemble, decompile, or otherwise attempt to
discover the source code for the CA Software; redistribute, encumber, sell, rent,
lease, sublicense, or otherwise transfer rights to the CA Software (except as expressly
permitted hereunder); or remove or alter any trademark, logo, copyright or other
proprietary notices, legends, symbols or labels in the CA Software (except as
explicitly permitted hereunder). MSP shall not disclose the individual or separate
pricing of the CA Software under this Agreement to any third party.
 2.2.
    
    Subsidiaries and Affiliates. MSPs subsidiaries and affiliates are not
permitted to access the CA Software without the prior written consent of CA.
 3.
    
    PRODUCTS AND PRICING
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 4.3.
    
    Eligible Products. MSP is authorized under this Agreement to utilize and market
the functionality of the CA Software as part of the remote managed services provided by
MSP.3.1.
    
    Pricing. The fees payable by MSP will be in accordance with the Fees in
Exhibit A.4.4.
    
    CA Software Changes. CA reserves the right at any time to make changes or
modifications to any CA Software, including without limitation changes which are required
(i) for security, or (ii) to facilitate performance in accordance with published
documentation. CA also reserves the right at any time to (i) increase or decrease list or
recommended prices against which discounts are calculated and (ii) to discontinue the sale
or availability of any CA Software at any time. CA will give 30 days notice of any list
price increases or discontinuance of any CA Software. All such changes shall become
effective 30 days after notice is given. Orders requesting delivery after the effective ate
of a price change will be invoiced at the changed price.
 5.
    
    MARKETING, END USER SATISFACTION, MSP OBLIGATIONS AND SUPPORT.
 5.1.
    
    Use of Authorized MSP Title. MSP may refer to itself, in connection with
exercising its rights under this Agreement, as a CA Authorized MSP, but solelyin
connection with marketing the CA Software and only during the term of this Agreement.3.2.
    
    Use of CA Marks and Trade Names. MSP is authorized to use the CA Marks
applicable to CA Software obtained under this Agreement in connection with its marketing of
CA Software as part of the managed services provided by MSP, but only in accordance with
CAs then current trademark usage policies (including rights to monitor MSPs use of the CA
Marks) set forth on CAs web site www.ca.com/corp_identity/legal.htm and only during the
term of this Agreement. Upon the Expiration Date or termination of this Agreement, MSP
agrees to cease all display, advertising and use of any and all CA Marks and trade names.
MSP recognizes CAs or its licensors ownership and title to the trade names and CA Marks
and the goodwill attaching to the trade names and CA Marks. MSP agrees that any goodwill
that accrues because of its use of the trade names and/or CA Marks belongs to CA. MSP
agrees that if it contests the CA Marks or trade names, or makes application for
registration of any CA Marks or trade names without CAs prior written consent, CA shall be
entitled to terminate this Agreement immediately upon written notice to MSP. MSP agrees
not to use, employ or attempt to register any trademarks or trade names that are
confusingly similar to the CA Marks or trade names.3.3.
    
    Obligations using CA Marks. MSP shall not attach, remove or disfigure any CA
Marks on the CA Software and shall not attach any additional marks to the CA Software
except as otherwise agreed by CA. MSP shall not attach the CA Marks to any products other
than the CA Software. MSP agrees not to alter or remove or obscure any copyright or other
proprietary notices on or in the CA Software or related Documentation or materials. CA may
from time to time use other or additional marks with respect to any CA Software. The
provisions of this Agreement governing MSPs use of the CA Marks shall also apply to such
other marks.3.4.
    
    End User Satisfaction. MSP agrees that high End User satisfaction is a
condition of its continued authorization by CA. Although CA has granted MSP a
Territory-wide authority to remotely manage End Users with CA Software under the terms of
this Agreement, MSP agrees that it will not market and distribute CA Software in areas
where it does not have the ability to support the CA Software. In addition, to help ensure
high End User satisfaction, MSP agrees to:
 5.1.1.
    
    report to CA promptly and in writing all suspected and actual problems with any CA
Software;5.1.2.
    
    avoid deceptive, misleading or unethical practices that are or might be detrimental
to CA or the CA Software;5.1.3.
    
    refrain from making any false or misleading representations with regard to CA or CA
Software;5.1.4.
    
    refrain from making any representations, warranties or guarantees to customers with
respect to the specifications, features or capabilities of CA Software that are
inconsistent with the literature distributed by CA; and5.1.5.
    
    provide or cause to be provided all original media and manuals accompanying each CA
Software license to the End User if applicable.
 5.2.
    
    MSP Obligations. MSP agrees to the following:
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 5.2.1.
    
    MSP shall bear all costs of integrating and or implementation, including any required
education services relating to the CA Software using CA Services pursuant to the MSP
Support Addendum attached as Exhibit B.5.2.2.
    
    MSP shall bear all costs of and all related sales and marketing expenses.
 5.3.
    
    Support and Maintenance.
 3.4.1.
    
    MSP First Level Support. MSP shall provide first level support for the CA
Software as described in the MSP Support Addendum attached hereto, substantially
similar to the level of support provided by CA to an End User,. MSP shall ensure that
members of its technical staff complete sufficient training regarding the CA Software
as necessary to provide first level support to MSPs End Users and MSP Channel
Partners. CA shall not have any obligation to provide first level support to MSPs End
Users (unless CA has entered into a maintenance agreement directly with the End User).
If CA directly supports an End User, CA shall be entitled to retain the full amount of
maintenance revenue received from such End User.3.4.2.
    
    Second Level Support and Maintenance. CA shall provide MSP with second level
support (as detailed at the following web site: http://supportconnect.ca.com as updated
from time to time) and Maintenance as described below for CA Software properly
licensed to MSPs End Users in return for payment by MSP of the maintenance fees set
forth in Exhibit A (or purchase of any CA Software that includes annual Maintenance)
and provided that MSP follows CAs standard procedures for provision of support. MSPs
payment of the fee each year shall entitle MSP to the following Maintenance benefits:
(i) the provision of second level telephone support and assistance from CA respecting
the use and operation of the CA Software as well as error fixes and (ii) the provision
of New Versions and enhancements of the CA Software running on new operating systems
provided the same are developed and released by CA generally and delivered at no extra
charge to CAs other licensees who have active maintenance plans. MSP is not entitled
to second level support from CA or provision of other Maintenance benefits for End
Users not under an annual maintenance plan.3.4.3.
    
    Exceptions for Support.CA shall have no obligation to provide second level
support to MSP for: (i) altered, damaged or modified CA Software; (ii) CA Software that
is not the then-current release of the CA Software available from CA; (iii) CA Software
problems caused by MSP, or the End Users negligence, hardware malfunction or other
causes beyond the control of CA; (iv) CA Software installed on a hardware or operating
system environment which is not supported by CA; or (v) pre-release or beta CA Software
that are not part of an official CA beta program.3.4.4.
    
    Demonstration Software. MSP may obtain Demonstration Software from CA. MSP
must complete CAs then standard Demonstration Software order form and deliver such
order form to CA for each copy of the Demonstration Software acquired by MSP under this
Agreement. Demonstration Software may not be used by MSP for production purposes or
transferred or sublicensed to any third party. Such licenses may only be used for
demonstration and support purposes if MSP pays the applicable second level support fees
and shall be subject to all of the terms, conditions and restrictions of this
Agreement. Such licenses shall be returned to CA in the event of any expiration or
termination of this Agreement.
 6.
    
    ROYALTY REPORTING AND PAYMENT
 3.5.
    
    On or before ten (10) days after the last business day of each calendar quarter from
the Effective Date, MSP agrees to provide CA with a written report identifying the total
number of handsets as identified in Exhibit A. The report shall be in the format CA shall
reasonably require from time to time.3.6.
    
    All amounts payable under this Agreement shall be paid in the currency stated in the
Exhibit A without deduction or set off and if no currency is stated in Exhibit A then in US
Dollars and all amounts are exclusive of all taxes, including sales, use or value added
taxes where applicable. Upon presentation of invoices by CA, MSP shall pay any and all
applicable tariffs, duties or taxes (other than franchise and income taxes for which CA is
responsible) imposed or levied by any government or agency, including, without limitation,
federal, state and local sales, use, value added and personal property taxes. Any claimed
exemption from such tariffs, duties or taxes must be supported by a tax exemption
certificate and other proper documentary evidence delivered to CA at the time of signature
of this Agreement.3.7.
    
    During the term of this Agreement and for a period of at least three (3) years
following termination or expiry of this Agreement, MSP shall keep full, true and accurate
records and accounts in accordance with generally
accepted accounting practices to show the amount of fees payable to CA under this
Agreement. CA shall have
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 the right to inspect MSPs business premises to determine MSPs
compliance with this Agreement and to audit MSPS books and records related to this
Agreement to determine that fees paid to CA are correct. All costs of audit or inspection
shall be borne by CA except that such expenses shall be borne by MSP in the event that any
inspection or audit determines that MSP has underpaid fees in any period in excess of five
percent (5%). MSP shall be required to pay to CA any underpaid fees and late charges
thereon shown by an inspection or audit. Such audit right shall survive the termination of
this Agreement for a period of three (3) years.
 3.8.
    
    In the event any payment is not made when due, CA may also: (i) cease provision of
technical support and (ii) pursue all other available legal remedies. Any such actions by
CA shall not give rise to any claim by MSP for breach of this Agreement. In addition to
such other rights as CA may have, MSP shall pay an annual late payment charge equal to the
lesser of one and one-half percent (1.5%) of the outstanding amount or the maximum amount
allowed by law on any invoice rendered by CA that is not paid when due.3.9.
    
    Any dispute MSP may have concerning any invoice issued by CA to MSP must be submitted
to CA within thirty (30) days from the date of receipt of the invoice. If MSP fails to do
so, MSP shall have no further right to dispute the relevant invoice.
 7.
    
    INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION AND CONFIDENTIAL INFORMATION.
 7.1.
    
    Proprietary Nature of Products and Ownership. No title to or ownership of the
CA Software is transferred to MSP. Notwithstanding any provision of this Agreement to the
contrary, CA owns and retains all title and ownership of all intellectual property rights
in the CA Software, including all software, software master diskettes, copies of software,
master diskettes, documentation and related materials that are acquired, produced or
shipped by CA under this Agreement, and all modifications to and derivative works from
software acquired under this Agreement made by MSP, CA or any third party. CA does not
transfer any portion of such title and ownership, or any of the associated goodwill, to
MSP, and this Agreement should not be construed to grant MSP any right or license, whether
by implication, estoppel or otherwise, except as expressly provided. MSP agrees to be
bound by and observe the proprietary nature of the CA Software. MSP agrees to take
appropriate action by instruction or agreement with its employees, agents, contractors and
sub-licensees who are permitted access to the CA Software to fulfill MSPs obligations
under this Agreement. Except as set forth in this Agreement, or as may be permitted in
writing by CA, MSP agrees not to provide CA Software or any part or copies thereof to any
third party without the prior written consent of CA.3.10.
    
    Indemnification. Except as limited in Sections 7.3, 7.4 and 7.5 below, and
provided MSP is not then in default under this Agreement, CA shall indemnify MSP and keep
MSP indemnified from and against any and all reasonable losses and damages, costs
(including reasonable legal fees), charges, claims and expenses arising from or by reason
of any third party claim that the MSPs use or possession of the CA Software provided by
CA to MSP in accordance with the provisions of this Agreement infringes a third partys
copyright and/or patent. CA shall not indemnify any End User of MSP.3.11.
    
    In the event that a claim is made or threatened against MSP to which the indemnity in
Section 7.2 applies, then MSP shall:
 7.1.1.
    
    upon becoming aware of any infringement or allegations of infringement promptly
notify CA of the same in writing;7.1.2.
    
    not make any admissions as to liability or compromise or agree to any settlement
without CAs prior written consent; and7.1.3.
    
    provide CA with full control of the defense and settlement negotiations and provide
all reasonable assistance at CAs expense in connection with any negotiations and
litigation arising from such claims.
 3.12.
    
    If a claim or alleged claim of infringement of any copyright and/or patent in the CA
Software is made and such claim causes MSPs use of the CA Software (or any part thereof) to
be disrupted, or materially impaired, or impairs MSPs ability to provide managed remote
services to End Users, then CA may at its own option and expense:
 7.4.1.
    
    Procure the right for MSP to continue to use and distribute the infringing CA
Software in the manner provided in this Agreement; or
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 3.12.1.
    
    modify or replace the infringing or potentially infringing CA Software (or the
relevant part thereof) so that there is no infringement or potential infringement and
CA shall ensure that such modification or replacement provides the same, or
substantially the same or improved functionality to the software being replaced and is
effected by CA with minimal interruption to the business of MSP; or3.12.2.
    
    if none of the foregoing alternatives is reasonably practicable, to terminate the
relevant license and remove the infringing CA Software from the MSP Product and refund
to MSP the fees paid to CA for the same from the point in time that the infringement
first took place.
 7.2.
    
    CA shall have no liability for infringement to the extent that the infringement results
from (i) CAs compliance with designs and/or specifications provided by MSP, (ii) use of
other than the current release of the CA Software, if the infringement would have been
avoided by use of the current release and if the infringement occurs more than thirty (30)
days after CA has made a public announcement or notified MSP in writing that a previous
release may infringe, (iii) a modification of the CA Software that was not authorized in
writing by CA, (iv) use of the CA Software in combination with non-CA software, equipment
or data other than as specified in the Documentation or otherwise previously approved in
writing by CA for use with the CA Software, or (v) the furnishing to MSP of any
information, service, or technical support by a third party not authorized by CA.7.3.
    
    THE ABOVE STATES THE ENTIRE LIABILITY OF CA WITH RESPECT TO INFRINGEMENT OF PATENTS,
COPYRIGHTS, TRADEMARKS OR ANY OTHER FORM OF INTELLECTUAL PROPERTY RIGHT BY ANY SOFTWARE
SUPPLIED BY CA.7.4.
    
    MSP Indemnification. MSP shall indemnify, defend and hold harmless CA, its
officers, directors, employees, agents, successors and permitted assigns (CA Indemnified
Parties) from and against any and all Damages, to the extent such Damages (a) arise out of
or relate to a claim that the portion of the MSP services developed by MSP without the
assistance of CA (MSP Indemnifiable Material) or any portion thereof, infringes,
misappropriates, or otherwise violates any third partys intellectual property rights;
and/or (b) are based on a claim that any MSP modification or in the event that MSP (i)
caused any personal injury and/or tangible property damage or harm to an End User or End
Users computer system or privacy; and/or (ii) improperly characterizes, removes or
interferes with third party software, files, data, text or code or any similar claim
including, without limitation, any claim of unfair competition, commercial libel or
defamation, interference with contractual relations, interference with prospective economic
advantages, or any violation of the Lanham Act (as codified in 15 U.S.C. 1125) or similar
state law and or (iii) causes CA Software to be operated in a manner that is inconsistent
to any regulatory, legal requirement that may cause a fine, impairment to CA Software or
cause a third party action.7.5.
    
    Defense and Settlement. Each Party shall give the other Party prompt notice of
any such claim made against it, and the Parties shall cooperate in the defense of any such
claim, suit or proceeding, including appeals, negotiations and any settlement or compromise
thereof, provided that non-indemnifying Party must approve the terms of any settlement or
compromise that may impose any unindemnified or non-monetary liability on such Party.7.6.
    
    Product Tampering. Unless explicitly permitted by applicable legislation, and
except as specifically permitted in this Agreement, MSP shall not, nor shall it permit any
third party to: (i) copy or manufacture the CA Software or any portion thereof; (ii)
translate, adapt, enhance, extend, decompile, disassemble or reverse engineer the CA
Software; or (iii) use the CA Software to provide any facility management or service bureau
service or otherwise use the CA Software to process the data of any third party. MSP
agrees that any such works are derivative works and as such are the sole and exclusive
property of CA or its licensor.7.7.
    
    Allocation of Risk.The parties agree that the indemnities above and the
warranties and limitations of liability mentioned below fully and fairly reflect the
allocation of risk among the parties and the price of the CA Software.7.8.
    
    Confidential Information. The parties agree that any Confidential Information
provided under this Agreement will be held and maintained in strict confidence and shall
disseminate Confidential Information only on a need-to-know basis. The party receiving
Confidential information shall be permitted to disclose Confidential Information in
connection with a judicial or administrative proceeding to the extent that such disclosure
is required under applicable law or court order, provided that the disclosing party shall
be given prompt and
 CA
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 timely written notice of any such proceeding and shall offer reasonable cooperation in any
effort of the other party to obtain a protective order.
 8.
    
    WARRANTIES.
 8.1.
    
    Statements of Limited Warranty. CA warrants that the CA Software will operate
in accordance with the specification published by CA for the CA Software during the term of
this Agreement. However, if it is determined that the CA Software fails to operate
according to the said specification CAs only responsibility will be to exercise all
reasonable efforts, consistent with industry standards and with reasonable care and skill,
to cure any defects pursuant to its obligations in Section 5.6 above. Due to the nature of
computer software CA does not warrant that operation will be error-free or uninterrupted.8.2.
    
    Warranty Representations. MSP is not authorized to make any warranty
commitment on CAs behalf, whether written or oral, other than those contained in the
applicable CA End User Agreement3.13.
    
    LIMITATION OF WARRANTIES. THE WARRANTIES DESCRIBED IN THIS SECTION 8 ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE WHICH ARE HEREBY EXCLUDED TO THE MAXIMUM PERMITTED BY LAW.
 9.
    
    LIMITATION OF LIABILITY.
 9.1.
    
    Aggregate Liability. Except for death or personal injury caused by the
negligence or willful default of CA or its employees, and subject to Section 9.2 below,
CAs liability for direct damages to MSP for any cause whatsoever, except as otherwise
stated in this Section, and regardless of the form of action, will be limited to the amount
of royalties paid by MSP for the CA Software that caused the damage or gave rise to the
cause of action calculated from the period of six months prior to the date that the cause
of action arose.9.2.
    
    Exclusive Remedies. The remedies provided in this Agreement are the sole and
exclusive remedies of the parties. In no event shall CA be liable to MSP or any other
party, whether in contract or tort, for any incidental, indirect, special, consequential or
unforeseeable loss or damage (including, without limitation, loss of profits, loss of
business, loss of opportunity, loss or corruption of date), however arising, even if
advised of the possibility of such loss or damages being incurred.9.3.
    
    Third Party Claims. Except for death or personal injury caused by the
negligence or willful misconduct of CA or its employees, CA shall not be liable for any
claim by MSP based on any third party claim.
 4.
    
    TERMINATION.
 9.4.
    
    Termination for Cause. Either party may terminate this Agreement for the
substantial breach by the other party of a material term. The terminating party will first
give the other party written notice of the breach and a reasonable period of at least
thirty (30) days in which to cure the alleged breach. If a cure is not achieved during the
cure period, then the non-breaching party may terminate this Agreement upon written notice.4.1.
    
    Termination by CA. CA may terminate this Agreement immediately if MSP fails
to meet its payment obligations under this Agreement and this failure continues for ten
(10) days or more following receipt of written notice from CA.4.2.
    
    Insolvency, Assignment, or Bankruptcy. Subject to any mandatory laws, either
party may terminate this Agreement upon written notice to the other party if the other
party (I) is not paying its debts as such debts generally become due, (ii) becomes
insolvent, (iii) files or has filed against it a petition (or other document) under any
Bankruptcy Law or similar law, that is unresolved within sixty (60) days of the filing of
such petition (or document), (iv) proposes any dissolution, liquidation, composition,
financial reorganization or recapitalization with creditors, (v) makes a general assignment
or trust mortgage for the benefit of creditors, or (vi) if a receiver, trustee, custodian
or similar agent is appointed or takes possession of any of its property or
business. CA may terminate this Agreement if there is a merger, sale of substantially all
of the assets or change of control of MSP. A change of control shall be deemed to occur
when an entity acquires fifty percent (50%)
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 or more of the voting shares or equity interest
in MSP or in the event of a change of a majority of the Board of Directors (or majority of
the partners if a partnership) of MSP.
 4.3.
    
    Acceleration of Payment. Upon termination of this Agreement the due dates of
all outstanding invoices to MSP for licenses of CA Software will automatically be
accelerated so that they become due and payable on the effective date of termination, even
if longer terms had been provided previously. Unless otherwise agreed in writing to the
contrary, all orders or portions of orders remaining un-shipped as of the effective date of
such termination will automatically be canceled.4.4.
    
    Effect of Termination on Obligations. Termination of this Agreement will
not affect any pre-termination obligations of either party under this Agreement, and any
termination is without prejudice to the enforcement of any un-discharged obligations
existing at the time of termination. Regardless of any other provision of this Agreement,
CA will not by reason of the termination of this Agreement be liable for compensation,
reimbursement, or damages on account of the loss of prospective profits on anticipated
sales, or on account of expenditures, investments, leases, or commitments in connection
with MSPs business or goodwill, or otherwise. Except as set forth herein and below in
Section 10.7, upon expiration or termination of this Agreement, MSP shall terminate any
connections to the functionality of the CA Software provided by MSP to End Users and
immediately return to CA, at MSPs expense: (i) all copies of the CA Software; (ii) all
Demonstration Software; (iii) all Documentation; (iv) all CA Software brochures, marketing
collateral and materials; and (v) all master copies of the CA Software; together with a
certified statement by a duly authorized officer of MSP stating that all such CA Software
and materials and any other confidential information of CA have been returned to CA or
destroyed. MSP shall take such other reasonable action as may be necessary to remove its
identification as a representative of the CA Software.4.5.
    
    Wind Down Period. In the event of any termination of this Agreement by CA
under Section or termination by MSP under Sections 10.1 or 10.3, MSP shall be entitled to
provide managed services to End Users for a period not to exceed ninety (90) days subject
to its continuing compliance with all terms and conditions of this Agreement.
 5.
    
    GENERAL PROVISIONS.
 9.5.
    
    Force Majeure. If either party is prevented from performing any portion of
this Agreement (except the payment of money) by causes beyond its control, including civil
commotion, war, governmental regulations or controls, casualty, inability to obtain
materials or services or acts of God, such defaulting party will be excused from
performance for the period of the delay and for a reasonable time thereafter.9.6.
    
    Choice of Law / Jurisdiction. The laws of the State of New York (excluding its
conflict of laws provisions) shall govern the construction and enforceability of this
Agreement. The parties agree that any action arising under or relating to this Agreement
or the Products shall lie within the exclusive jurisdiction of the State and Federal Courts
located in Suffolk County, New York. MSP consents to the exercise of jurisdiction by any
such court and agrees that process may be served on MSP in any such action by mailing same
to MSP at the address set forth above. If either party is compelled to seek judicial
enforcement of its rights under this Agreement, the prevailing party in any such action
shall be entitled to recover its costs incurred in such action, including reasonable
attorneys fees. The United Nations Convention on Contracts for the International Sale of
Goods will not apply to this Agreement.9.7.
    
    Survival of Terms. The provisions of this Agreement that by their nature
extend beyond the Expiration Date or other termination of this Agreement will survive and
remain in effect until all obligations are satisfied.9.8.
    
    Export Compliance: Regardless of any disclosure made by MSP of an ultimate
destination of any CA Software, MSP warrants that MSP will not export or disclose directly
or indirectly the CA Software or related technical information, documents or materials, or
any direct product thereof, without the prior written consent, if required, of the US
Department of Commerce. MSP further warrants that it will agree to comply with any other
applicable import or export laws and regulations and ensure its MSP End Users abide by the
terms contained in this clause. In addition, in the event CA consents to the exportation
of the CA Software by MSP
outside the Territory, MSP shall obtain all applicable licenses. MSP shall take all
necessary steps to assure that CA obtains full protection of its intellectual property
rights under these provisions.
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 9.9.
    
    Waiver. No waiver of any right or remedy on one occasion by either party will
be deemed a waiver of that right or remedy on any other occasion.9.10.
    
    Superior Agreement. This Agreement will not be supplemented or modified by
any course of dealing or usage of trade. Variance from or addition to the terms and
conditions of this Agreement in any purchase order or other written notification from MSP
(including but not limited to any specification of a price different than CAs current list
price, less the appropriate discount) will be of no effect, unless otherwise expressly
provided in this Agreement. This Agreement may be amended or modified only by a writing
signed by each party.9.11.
    
    Assignment. This Agreement is not assignable by MSP, in whole or in part,
without CAs prior written consent. Any attempted assignment without CAs written consent
will be null and void.9.12.
    
    Notice. Unless otherwise agreed to by the parties, all notices required under
this Agreement (except those relating to product pricing, changes and upgrades) will be
deemed effective when received and made in writing by either (i) registered mail, (ii)
certified mail, return receipt requested (or equivalent), (iii) overnight mail, addressed
and sent to the address indicated in the Agreement (or subsequently notified in writing)
and to the attention of the party executing this Agreement or that persons successor, or
(iv) by telephone facsimile transfer appropriately directed to the attention of the party
executing this Agreement or that persons successor.9.13.
    
    Compliance with Laws. Each party shall be responsible to comply with all
applicable laws and regulations.9.14.
    
    Reservation of Title. If MSP acquires inventory of CA Software under this
Agreement, all such inventory shall remain the title and property of CA until CA has
received full payment for the same. Any master media provided by CA to MSP shall at all
times remain the property of CA and MSP shall return the same to CA upon termination or
expiry of the Agreement.9.15.
    
    Severability. If any term, provision, covenant or condition of this Agreement
is held invalid or unenforceable for any reason, the remainder of the provisions will
continue in full force and effect as if this Agreement had been executed with the invalid
portion eliminated. The parties further agree to substitute for the invalid provision a
valid provision that most closely approximates the intent and economic effect of the
invalid provision.9.16.
    
    Independent Contractors. Each party acknowledges that the parties to this
Agreement are independent contractors and that it will not, except in accordance with this
Agreement, represent itself as an agent or legal representative of the other.9.17.
    
    Headings and Precedence. The headings provided in this Agreement are for
convenience only and will not be used in interpreting or construing this Agreement. In the
event of any conflict between the terms of this Agreement and any Exhibit or addendum
hereto, the terms of the Exhibit or addendum shall prevail.5.1.
    
    No Other Terms. This Agreement, its Exhibits and the documents referred to herein
comprise the whole Agreement between the parties. All prior oral or written agreements or
representations other than as included in this Agreement are hereby excluded from this
Agreement.
   Accepted by:CA, Inc.
    
    
    
    InterNetwork Experts, Inc.Signed:
    
    /s/ David D. Gruennert
    
    
    
    Signed:
    
    /s/ Jonathan A. GrovesName:
    
    David D. Gruennert
    
    
    
    Name:
    
    Jonathan A. GrovesTitle:
    
    Vice President Finance
    
    
    
    Title:
    
    Director, NetSurant OperationsDate:
    
    3/30/06
    
    
    
    Date:
    
    3/21/06
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 EXHIBIT A
SPECIFICATIONS FOR USAGE OF CA PRODUCTS
 CA SOFTWARE
 USE
    
    OPERATING
    
    SHIPMENTSECTION 1 PROGRAMS
    
    AUTHORIZATION
    
    SYSTEM
    
    REQUIREDCA End-to-End Performance Console
    
    2 Tier-2
    
    Windows 2003
    
    YesCA Real-Time Perforamance Monitor
    
    1 Tier-1
    
    Windows 2003
    
    YesCA Performance Management Elements Universal
    
    4,000 Elements
    
    Windows 2003
    
    YesCA Performance Management Application Performance
Modules
    
    2 Systems
    
    Windows 2003
    
    YesVOIP Handsets, consisting of the following components:
    
    10,000 Handsets
    
    Windows 2003
    
    YesCA Voice Management for Cisco Call ManagerCA Voice Management for Cisco Unity Bridge 
Platform 1CA SNMP Agent for Systems
 USE
    
    OPERATING
    
    SHIPMENTSECTION 2 PROGRAMS
    
    AUTHORIZATION
    
    SYSTEM
    
    REQUIREDUnicenter Remote Control
    
    8 Tier-2 Servers
    
    Windows 2003
    
    NoUnicenter Service Plus Service Desk
    
    10 Users
    
    Windows 2003
    
    NoUnicenter Management Portal
    
    1 Tier-2 Server
    
    Windows 2003
    
    NoUnicenter Advanced Network Operations *
    
    1 Tier-2 Server
    
    Windows 2003
    
    NoUnicenter Network & Systems Management
    
    11 Tier-2 Servers
    
    Windows 2003
    
    NoUnicenter Network & Systems Management Systems 
Performance Option *
    
    1 Tier-2 Server
    
    Windows 2003
    
    NoUnicenter Network & Systems Management Network 
Performance Option *
    
    1 Tier-2 Server
    
    Windows 2003
    
    NoUnicenter Service Level Management
    
    1 Tier-2 Server
    
    Windows 2003
    
    NoCleverpath Report for Unicenter
    
    1 Site
    
    Windows 2003
    
    NoUnicenter Mgmt for Microsoft Exchange  Exchange Server
    
    1 Tier-1 Server
    
    Windows 2003
    
    NoUnicenter Mgmt for Microsoft Exchange  Mailbox
    
    300 Users
    
    Windows 2003
    
    No
 
 (*)
    
    Maintenance and Support for the specified CA Software expires on March 29, 2007 PRODUCT DELIVERY
  MSP OPERATIONS CENTER (OC) INSTALLATION SITE
  TERRITORY
 FEES
  Due Date
    
    Amount DueMarch 30, 2006
    
    $
    138,140.00March 30, 2007
    
    $
    131,603.00March 30, 2008
    
    $
    131,603.00
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(CA, INC. LOGO)
    
    MSP AGREEMENT
  EFFECTIVE DATE
 EXPIRATION DATE
 SPECIAL TERMS
  LICENSE TERMINATION
  SUPPLEMENTAL FEES
  CA Performance Management
    
    
    
    Supplemental Fee per ElementElements Universal
    
    Cumulative # of Elements
    
    (includes Maintenance & Support)Up to 4,999
    
    $10.005,000    9,999
    
    $9.0010,000  14,999
    
    $8.1015,000  19,999
    
    $7.2920,000  24,999
    
    $6.5625,000 +
    
    $5.90
 VOIP Handsets
    
    Cumulative # of Handsets
    
    Supplemental Fee per Handset (inWith or without the CA Software
    
    
    
    increments of 1,000; includes MaintenanceComponents
    
    
    
    & Support)Up to 9,999
    
    $7.0010,000  14,999
    
    $6.3015,000  19,999
    
    $5.6720,000  24,999
    
    $5.1025,000 +
    
    $4.59
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 EXHIBIT B
 MSP SUPPORT ADDENDUM
 I. DEFINITIONS:
 
    
    CA Customer Support  The CA Global organization responsible for providing technical
support services to our customers and Partners.
    
    Incident  A single and specific request for technical support assistance that is
tracked by an Incident number associated with an Incident tracking system.
    
    Normal Business Hours  9am to 5pm ET Monday through Friday (excluding U.S. Holidays).
    
    SupportConnect  CAs online support Incident management infrastructure which provides
online access to StarTrak, CAs voice related support Incident tracking system.
    
    Sustaining Engineering  The division within CA Development responsible for the
development of patches, bugs, fixes, and other code-related remedies.
 Support Defined:
  
    
    Answering CA Software installation, configuration or usage questions.
    
    Capturing initial problem definition and failure information.
    
    Isolating and identifying software problems.
    
    Providing standard fixes and workarounds to known problems.
    
    Providing solutions for complex problems.
    
    Escalating unresolved problems or those requiring formal fixes to Sustaining Engineering as appropriate.
 II. TERMS AND CONDITIONS :
 MSP Agrees:
 0.
    
    MSP acknowledges that proper marketing and support of the CA Software is largely dependent on
appropriate training of MSP sales and technical staff. MSP shall ensure that members of its
sales and technical staff complete and maintain sufficient training regarding the CA Software
as necessary to properly market the CA Software and provide Tier 1 Support to End Users. In
the event that trained staff are reassigned to other duties or leave the employ of MSP, MSP
shall promptly cause other employees to undergo the necessary minimum training programs. MSP
will indemnify and defend CA against all damages, fines, costs, fees, expenses and judgments
that may be rendered or assessed against CA as a result of an error or omission on the part of
MSP relating to its performance hereunder.1.
    
    MSP agrees to make best efforts to develop and maintain a level of proficiency within MSP
technical support staff and meet all certifications publicly communicated by CA for the
purpose of supporting professional development relevant to CA Software supported by MSP, as
well as to address concerns where verifiable Incident data supports a training requirement
that may be developing.2.
    
    MSP agrees to make all reasonable attempts to identify, isolate, troubleshoot and resolve all
technical support concerns reported by End Users as described in the Roles and
Responsibilities section below. If the Incident is above the technical expertise of MSPs
support staff, CA Customer Support will provide technical support assistance directly to the
MSP as is reasonably required.3.
    
    MSP agrees to document and track all requests from End Users for the purposes of quality
review and training needs assessment through MSPs current Incident management solution.4.
    
    MSP agrees to make best efforts to notify End Users of urgent CA Software notifications,
alerts, bulletins, maintenance and/or release information to ensure End Users are maintaining
current CA Software maintenance levels.5.
    
    MSP agrees to make best efforts to evaluate End User satisfaction and provide semi-annual
reports to evaluate such satisfaction in accordance with MSPs current customer service survey
or evaluation practices, and to share the results of those customer service surveys or
evaluation activities with CA.6.
    
    MSP agrees not to disclose any CA phone numbers or contact methods with any End User without
prior written consent from CA.CA Agrees:7.
    
    CA agrees to provide MSP with historical Incident related statistics to facilitate staffing
and impact assessment. This includes, but is not necessarily limited to Incident categories,
resolution criteria, volumes of Incidents against distributed licenses, and other factors that
may help MSP understand and plan for delivery of technical support.8.
    
    CA will make continuous on-going training available to MSP on a reasonable basis. Training,
which shall include the provision of written training materials, is available from CA at CAs
standard rate per person, per day for regularly scheduled training
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 conducted at a CA training
facility or an MSP facility, which may be located in the US or in Canada. MSP may also choose
to take other CA certified training from other sources. MSP shall bear its own travel and
subsistence expenses in connection with such training.9.
    
    CA agrees to make all reasonable attempts to provide MSP with relative historical Incident
data to support the development of End User self-service including, raw knowledge, knowledge
utilization statistics, and access to online knowledge. CA will not republish existing
knowledge to reflect MSP marketing or branding.10.
    
    CA agrees to provide and maintain within its reasonable commercial efforts, a CA Customer
Support advocate outside of the CA Software support chain, within the CA Customer Support
organization, to represent the MSP management team to CA Customer Support on issues outside of
normal CA Software support activities.11.
    
    CA agrees to notify in writing, and in advance of six (6) months, intentions to discontinue
support for any currently supported CA Software contractually distributed by MSP.
 MSP and CA Agree:
 12.
    
    MSP and CA mutually agree to establish a target Incident volume per month reported to CA
Customer Support, and MSP agrees to make all reasonable efforts to maintain the target levels.
Target will be a measurement of percentage of Incidents vs. licenses distributed over the term
of the Agreement. Incidents associated with code defect will not be considered in any factor.13.
    
    MSP and CA agree that the scope of the CA Customer Support obligation shall extend to provide
technical support to MSP exclusively and not to End Users.14.
    
    CA shall provide MSP with Maintenance Releases of the CA Software made generally available by
CA during the Term of the Agreement. MSP shall be responsible for distributing the
Maintenance Releases only to End Users properly licensed to use the CA Software in accordance
with this Agreement.15.
    
    CA may provide MSP with New Versions of the CA Software made generally available by CA during
the Term of this Agreement. MSP may distribute the New Versions only to End Users properly
licensed to use the CA Software in accordance with this Agreement.16.
    
    MSP and CA agree to make any and all reasonable attempts to share or communicate, Incident or
problem resolution related information that will support future enhancements to the CA
Software set-up, installation, configuration, help files or make other such reasonable
enhancements to support related End User self-service infrastructure, to reduce Incident
volumes to both MSP and CA through the mutual improvement of the End User experience. CA will
not provide information outside the scope of the direct relationship between MSP and CA.17.
    
    MSP and the Customer Support advocate agree to conduct, upon the reasonable request of either
party, quarterly reviews of the overall effectiveness of the CA Customer Support relationship,
identify areas for improvement and identify potential training requirements. This includes a
review of performance statistics for relevant areas of the relationship provided by a CA
Customer Support Senior Manager from MSP and CA. All available metrics should be used to
evaluate the effectiveness of the support relationship including, but not necessarily limited
to:
 
    
    License distribution
    
    End User quantities
    
    Incident volumes
    
    Incident telephony (ACD or Other) statistics
    
    Resolution criteria
    
    MSP experience
    
    Escalation details
    
    Incident or problem details
 III. ROLES AND RESPONSIBILITIES :
 MSP Delivers
    
    CA Delivers
    
    Level of Support DefinitionX
    
    
    
    Tier 1 / Level 1
MSP Client Assistant
    
    Level 1 Support
includes the
initial response to
an End User
reported Incident
(and any follow-up
response as
appropriate),
initial information
gathering,
entitlement and
escalation to Level 2.X
    
    
    
    Tier 1 / Level 2
    
    Level 2 Support
includes some or
all of the
following:MSP Support Engineer
    
    answering software
installation,
configuration or
usage questions;
initial problem and
failure information
gathering; problem
isolation,
identification,
and/or providing
standard fixes and
workarounds to
known problems;
escalating
unresolved problems
to a CA Support Engineer.
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 MSP Delivers
    
    CA Delivers
    
    Level of Support DefinitionX
    
    Tier 2 / Level 3
CA Support Engineer
    
    Level 3 Support
consists of, but is
not limited to,
problem isolation,
identification, and
replication;
providing standard
fixes and
workarounds to
known problems;
providing remedies
for both new and
known complex
problems;
escalating
unresolved problems
or those requiring
formal fixes to CA
Sustaining
Engineering.X
    
    Tier 2 / Level 4
CA Sustaining
Engineering
    
    Level 4 Support
consists of
advanced and
engineering level
problem isolation,
identification, and
replication for
complex problems;
providing new fixes
and workarounds to
problems; providing
remedies for both
new and known
complex problems;
resolution of
problems through
the generation of
formal fixes; and
assistance and
repair requiring
knowledge of
software source
code.
 Contact Retention and Transfer Policy:
 http://SupportConnect.ca.com.
  IV. ENGAGEMENT PROCESS :
 Telephone:
  SupportConnect:
 http://SupportConnect.ca.com.
 Incident Severities and SupportConnect Target Response Times:
 Response Times DuringSeverity
    
    Definition
    
    Normal Business Hours*1**
    
    A system down or product
inoperative condition
impacting production.
Examples include system
crashes, and loss or
corruption of data.
    
    1 Hour2
    
    A high-impact condition
associated with the product.
Examples include missing
functionality, errors, and
significant performance
degradation.
    
    2 Hours3
    
    A low-impact condition
associated with the product.
Examples include minor
documentation issues, and
confusion over error
messages.
    
    4 Hours4
    
    A question about product use
or implementation. Examples
include minor errors,
cosmetic changes or
enhancements.
    
    8 Business Hours (or 1
Business Day)
 
 *
    
    CA will use its reasonable efforts to meet the Target Response Times and/or set MSP expectation
with regard to remedial software support.**
    
    MSP technical contact must remain available to work on a Severity 1 issue 24 hours a day for the
issue to retain a Severity 1 status. If an MSP technical contact is unavailable, CA Customer
Support will re-categorize the Incident Severity level to a Severity 2. Incident Requirements:
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(CA, INC. LOGO)
    
    MSP AGREEMENT
 V. THREAT OUTBREAK :
  VI. ESCALATION PROCEDURE :
  0.
    
    The first mechanism is an escalation within the assigned technician relationship. This is
done by communicating with the CA Support Engineer assigned to the Incident through Incident
updates via telephone or http://SupportConnect.ca.com.1.
    
    The second mechanism is to formally change the severity of the Incident in question. This
can be done by asking the CA Support Engineer to upgrade the Incident severity or by calling
Customer Support and asking the Client Assistant to upgrade the Incident severity and
requesting a CA Support Engineer call back. This will generate an alert to the change in
severity.
 
    
    Note that a Severity 1 status will only be maintained while the MSP is present to work
on the Incident unless there are clearly no actions items remaining that relate to the MSP.
Severity 1 status will not remain in effect if communication failures occur and in
Incidents where an MSP is unresponsive, or not available to work with Customer Support.
 2.
    
    The third mechanism is to call CA Customer Support and request the Incident be escalated to
the attention of the Support Supervisor.4.
    
    The escalation path is the same during business and non-business hours; however CA Senior
Management is only available during normal business hours.
 Escalation Path:
 
    
    Support Engineer (24x7x365)
    
    Support Supervisor (24x7x365)
    
    Support Manager (24x7x365)
    
    Partner Operations Manager (Normal Business Hours)
    
    Director Partner Operations (Normal Business Hours)
    
    Vice President Global Support Operations (Normal Business Hours)
    
    Senior Vice President Customer Support (Normal Business Hours)
 VII. REPORTING REQUIREMENTS :
  CA
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