##### 



Exhibit 10.40
 
 AMENDMENT TO SYSTEMS INTEGRATOR AGREEMENT
 THIS IS AN AMENDMENT (THE AMENDMENT) TO THE SUPPORT EXHIBIT (THE EXHIBIT) OF THE
SYSTEMS INTEGRATOR AGREEMENT (THE AGREEMENT) ENTERED INTO BY CISCO SYSTEMS, INC OR
ANOTHER CISCO SYSTEMS AFFILIATE (CISCO) AND YOU (INTEGRATOR) (COLLECTIVELY, THE
PARTIES). BY CLICKING ON THE ACCEPT BUTTON, INTEGRATOR ACKNOWLEDGES THAT IT HAS
AGREED TO ALL OF THE TERMS AND CONDITIONS OF THIS AMENDMENT AND THE PARTIES AGREE
THAT THIS AMENDMENT SHALL THEN BE BINDING ON BOTH PARTIES. IF YOU DO NOT HAVE THE
AUTHORITY TO COMMIT YOUR ORGANIZATION, PLEASE CLICK ON THE NOMINATE BUTTON TO
IDENTIFY AN AUTHORIZED INDIVIDUAL. INTEGRATOR WILL HAVE NO RIGHTS OR OBLIGATIONS
UNDER THIS AMENDMENT UNLESS AND UNTIL INTEGRATOR CLICKS ON THE ACCEPT BUTTON. IF
INTEGRATOR DOES NOT AGREE TO ALL OF THE TERMS OF THIS AMENDMENT, CLICK ON THE
DECLINE BUTTON.
 WHEREAS,
 NOW WHEREFORE,
  Discounts.
 a)
    
    Within United States, the price for Technical Support Services to Integrator
for the period October 1, 2007 through September 30, 2008, and for each twelve
month period (October through September) thereafter, is calculated by applying
Ciscos then-current service list price less the discount shown in the Attach
Rate Table as calculated during the applicable period according to the Attach
Rate methodology described herein.
 Attach Rate Table
 Attach Rate
    
    Discount0% to <60%
    
    
    17%60% to <70%
    
    
    20%370%
    
    
    23%
 Determination of Attach Rate. Attach Rate is calculated by Integrators total
monetary value (U.S. Dollars) of all serviceable Hardware items sold by Integrator
with Cisco service coverage attached in the current Measurement Period and
translated to SMARTnet Global List Price at the Next Business Day (NBD) Service
level) divided by the total monetary value (U.S. Dollars) of all serviceable
Hardware items sold by Integrator with Cisco service coverage available to be
attached in the current Measurement Period and translated to SMARTnet Global
List Price at the Next Business Day (NBD) Service level. The result is rounded
for purposes of Attach Rate determination. For example, an Attach Rate of 74.95%
is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.




---



##### 



Examples:
In the applicable twelve (12) month period Integrator purchased 8 devices (6 of Device A
and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for
Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50
plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320= 68.8%
which represents the Attach Rate with a corresponding discount of 20%. Multi-Year Scenario:
In the applicable twelve (12) month period Integrator purchased 1 device (1 of Device A)
and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150.
The Attach Rate is calculated by dividing the multi-year price by the number of years
covered (in this case, three years or $150/3) and crediting the first year Attach Rate
actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is
the one year NBD value of service sold ($50) divided by the one year NBD value of the total
dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding
discount of 23%.




---



##### 



(CISCO LOGO)
    
    Promotion Guide
 Cisco Brand Resale Promotion Guide
Cisco Brand Resale Promotion for Technical Services
August 1, 2007 through January 31, 2008
  Table of Contents
 Table of Contents
    
    
    1Promotion Features
    
    
    2Promotion Benefits
    
    
    2Eligibility Requirements
    
    
    2Calculation of Limited Lifetime Warranty (LLW) Attach Rate Adjustment (ARA)
    
    
    2Attach Rate Rebate
    
    
    3Attach Rate Rebate Measurement Period and Booking Period
    
    
    4Renewal Rate Rebate
    
    
    5Renewal Rate Rebate Measurement Period and Booking Period
    
    
    6Round Up Methodology
    
    
    7Total Technical Services Net Booking
    
    
    8Tracking the Metrics
    
    
    8Related Links
    
    
    12
 ®
   
    
    Cisco SMARTnet® and SMARTnet Onsite
    
    Software Application Support (SAS)
    
    Software Application Support plus Upgrades (SASU)
    
    Cisco Unified Communications Essential Operate and Select Services
    
    Cisco Smart Foundation Service
 www.cisco.com/go/servicedescriptions.
   All contents are Copyright © 1992-2007 Cisco Systems, Inc. All rights reserved. This document is For Cisco Internal Use Only.
    
    Page 1 of 12




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##### 



Promotion Features
  Table 1.
 Feature
    
    MeaningLLW Attach Rate Adjustment (ARA)
    
    The denominator
value for LLW
products will be
removed from the
calculation if the
product is
uncoveredAttach rate rebate structure with more granular threshold increments
    
    For U.S., easier to
achieve 1%
increment threshold
levels compared to
5% increment
threshold levels in
previous promotion.
For Canada, this is
a new attach rate
rebate structure.Attach rate rebate structure calculated on total Technical Services
net booking (resalable service only), credited quarterly
    
    For U.S., increased
rebate potential
based on total
Cisco Brand Resale
Technical Services
net booking that
combines attach and
renewal bookings.
For Canada, this is
a new attach rate
rebate structure.New renewal rate rebate structure with lower starting point of
rebate, more granular threshold increments, and rebates calculated
on total Technical Services net booking (resalable service only),
credited quarterly
    
    Easier to achieve 1% increment threshold levels compared to 5%
increment threshold levels in previous
promotion,Lower starting point of renewal rate rebate encourages partners to focus on renewal
business.Increased
rebate potential
based on total
Cisco Brand Resale
Technical Services
net booking that
combines attach and
renewal bookings
 Promotion Benefits
 
    
    Provides high-performance partners more opportunity to improve profitability through
rebates for achieving specific attach and renewal rate thresholds
 
    
    Easier to achieve the next-level threshold with more granular threshold settings compared to previous promotion
 
    
    Helps partners manage their services business by enabling them to track and measure service attach rate and renewal rate performance
 
    
    Helps partners retain and satisfy customers by providing incentives to sell Cisco Services
 
    
    Increases differentiation and profitability for top-performing partners
 Eligibility Requirements
  
    
    Maintain tier-one partner
(system integrator) status throughout the six-month incentive period in U.S. and Canada
    
    Accept new program discount terms and conditions by August 31, 2007
    
    Achieve more than 80 percent service consolidated attach rate (with LLW ARA base) or
more than 75 percent renewal rate thresholds (rebates can be earned for bothattach and
renewal rate performance)
    
    Maintain a current Cisco Brand Resale agreement on file with Cisco (this support exhibit
was introduced by Cisco in August 2005, also known as Enhanced Cisco
Brand Resale).
  Calculation of Limited Lifetime Warranty (LLW) Attach Rate Adjustment
(ARA)
  All contents are Copyright © 1992-2007 Cisco Systems, Inc. All rights reserved. This document is For Cisco Internal Use Only.
    
    Page 2 of 12




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##### 



Table 2.
 Current Attach Rate Calculation
 Opportunity (denominator)
    
    Attached (numerator)
    
    Attach RateLimited Lifetime Warranty Product
    
    1,000
    
    500
    
    50.0%Non-Limited Lifetime Warranty Product
    
    100,000
    
    75,000
    
    75.0%Current Attach Rate
    
    101,000
    
    75,500
    
    74.8%
  Table 3.
 Attach Rate with LLW ARA
 Opportunity (denominator)
    
    Attached (numerator)
    
    Attach RateLimited Lifetime Warranty Product
    
    500
    
    500
    
    100.0%Non-Limited Lifetime Warranty Product
    
    100,000
    
    75,000
    
    75.0%Attach Rate with LLW ARA
    
    100,500
    
    75,500
    
    75.1%
  Attach Rate Rebate
    Table 4.
 All contents are Copyright © 1992-2007 Cisco Systems, Inc. All rights reserved. This document is For Cisco Internal Use Only.
    
    Page 3 of 12




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##### 



Less Than (not inclusive of theMore than (inclusive of this number)
    
    number except for 100%)
    
    Rebate90%
    
    
    100
    %
    
    
    3.00
    %89%
    
    
    90
    %
    
    
    2.90
    %88%
    
    
    89
    %
    
    
    2.80
    %87%
    
    
    88
    %
    
    
    2.70
    %86%
    
    
    87
    %
    
    
    2.60
    %85%
    
    
    86
    %
    
    
    2.50
    %84%
    
    
    85
    %
    
    
    2.40
    %83%
    
    
    84
    %
    
    
    2.30
    %82%
    
    
    83
    %
    
    
    2.20
    %81%
    
    
    82
    %
    
    
    2.10
    %80%
    
    
    81
    %
    
    
    2.00
    %
 Attach Rate Rebate Measurement Period and Booking Period
  Table 5.
 
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    Page 4 of 12




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Renewal Rate Rebate
  all serviceable items with service coverage available for renewal in
the current measurement period
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    Page 5 of 12




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##### 



Table 6.
 
 Less Than (not inclusive of theMore than (inclusive of this number)
    
    number except for 100%)
    
    Rebate90%
    
    
    100
    %
    
    
    4.00
    %89%
    
    
    90
    %
    
    
    3.80
    %88%
    
    
    89
    %
    
    
    3.60
    %87%
    
    
    88
    %
    
    
    3.40
    %86%
    
    
    87
    %
    
    
    3.20
    %85%
    
    
    86
    %
    
    
    3.00
    %84%
    
    
    85
    %
    
    
    2.80
    %83%
    
    
    84
    %
    
    
    2.60
    %82%
    
    
    83
    %
    
    
    2.40
    %81%
    
    
    82
    %
    
    
    2.20
    %80%
    
    
    81
    %
    
    
    2.00
    %79%
    
    
    80
    %
    
    
    1.80
    %78%
    
    
    79
    %
    
    
    1.60
    %77%
    
    
    78
    %
    
    
    1.40
    %76%
    
    
    77
    %
    
    
    1.20
    %75%
    
    
    76
    %
    
    
    1.00
    %
 Renewal Rate Rebate Measurement Period and Booking Period
 all serviceable items with service
coverage available for renewal in the measurement period.
 Table 7.
 Cisco Fiscal 08Q1
    
    Q2Aug 07
    
    Sep 07
    
    Oct 07
    
    Nov 07
    
    Dec 07
    
    Jan 08Renewal Rate Measurement Window
    
    Renewal Rate Measurement Window8/1/07-10/31/07
    
    11/1/07-1/31/08Total Technical Services Net Booking
    
    Total Technical Services Net BookingCalculated for Period 7/29/07-10/27/07
    
    Calculated for Period 10/28/07-1/26/08
 29 27,
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    Page 6 of 12




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##### 



Round Up Methodology
  Table 8.
 TotalTechnicalServices NetCalculation
    
    
    
    
    
    Renewal
    
    
    
    
    
    Bookingof
    
    
    
    
    
    Rate Used
    
    
    
    
    
    (Direct toOpportunity
    
    
    
    
    
    for Rebate
    
    
    
    
    
    Ciscovs.
    
    Renewal
    
    credit Round
    
    
    
    
    
    ResalableRenewal
    
    Actual
    
    Renewed
    
    Rate Before
    
    Up at 1st
    
    
    
    
    
    Cisco Brand
    
    RenewalOpportunity
    
    Renewal
    
    Services
    
    Round Up
    
    Decimal
    
    Rebate %
    
    Resale only)
    
    RebateSituation A
    
    
    1,000,000
    
    
    
    749,599
    
    
    
    0.749500
    
    
    
    74.95
    %
    
    
    75.0
    %
    
    
    2
    %
    
    
    2,000,000
    
    
    
    40,000Situation B
    
    
    1,000,000
    
    
    
    749,499
    
    
    
    0.749400
    
    
    
    74.94
    %
    
    
    74.9
    %
    
    
    0
    %
    
    
    2,000,000
    
    
    
    0
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##### 



Total Technical Services Net Booking
 www.cisco.com/go/servicedescriptions.
 Tracking the Metrics
  www.cisco.com/en/US/partner/partners/metrics.shtml.
 Promotion Terms and Conditions
 
    
    The Cisco Brand Resale promotion for Technical Services is valid from August 1, 2007
through January 31, 2008 (promotion booking dates: Cisco FY 08 Q1 is from July 29 through
October 27, 2007. Cisco FY 08 Q2 is from October 28, 2007 through January 26, 2008.)
    
    Partners are required to have a current Cisco Brand Resale support exhibit in effect.
For purposes of clarification, Cisco considers a current Cisco Brand Resale support exhibit
as one in which the partner has an obligation to ensure that their End Users are made aware
of the terms of the Cisco services the end user has purchased from the partner and that
Cisco is delivering the Cisco services on behalf of the partner. This exhibit is commonly
referred to as Enhanced Cisco Brand Resale.
    
    Partners are also required, by August 31, 2007, to agree to the new discount structure (for
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    Page 8 of 12




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##### 



the period October 1, 2007 through September 30, 2008) through an
automated online acceptance (Click to Accept) that will accompany
the promotion registration. The Click to Accept will amend the
current resale agreement between the parties.
    
    Partners are required to register
for the promotion using Click to Accept before August 31, 2007.
    
    Terms of this promotion shall
supersede any other alternate promotion or agreement with Cisco
in which Partner was eligible to receive credits or rebates
related to the same subject matter. Under no circumstance shall
Partner receive credits or rebates under both this promotion and
any other alternate promotion or agreement with Cisco related to
subject matter described herein.
    
    The attach rate measured for Cisco
Fiscal Year 2008 Q1 rebates is the service attached on the
products shipped from August 1, 2006 through July 31, 2007.
Service can be attached on these products through October 31,
2007. The attach rate measured for Cisco Fiscal Year 2008 Q2
rebates is the service attached on the products shipped from
November 1, 2006 through October 31, 2007. Service can be
attached on these products through January 31, 2008.
    
    The attach rate to determine the
rebate threshold uses consolidated attach rate with the limited
lifetime warranty attach rate adjustment applied. The
consolidated attach rate includes direct attach rate and indirect
attach rate
    
    The Renewal Rate measurement period
for Cisco Fiscal Year Q1 rebates is from August 1, 2007 through
October 31, 2007. The Renewal Rate measurement period for Cisco
Fiscal Year Q2 rebates is from November 1, 2007 through January
31, 2008.
    
    All Cisco Brand Resale partners,
direct tier-one partners (system integrators) except Cisco Global
Services Alliance partners and Regional Services Alliance
partners are eligible during the promotion period.
    
    Rebates are valid for the United States and Canadian partners only.
    
    Cisco reserves the right to refuse
this offer to deals that do not comply with the intent of this
promotion.
    
    Rebate is based on partners
meeting full eligibility criteria described in the promotion
guide. Partner must achieve more than 80 percent service
consolidated attach rate (with LLW ARA base) thresholds and/or
more than 75 percent renewal rate thresholds
    
    All rebates are paid quarterly in the form of credit memos in U.S.
dollars.
    
    Rebates are calculated using total
Technical Services net booking of Cisco brand services (resalable
services) that were booked direct to Cisco, which is inclusive of
70 percent of SKU base Advanced Services booking, net of any
price deviations and cancellation of orders during Cisco fiscal
quarters Q1 and Q2, FY08. (Cisco FY 08 Q1 is from July 29 through
October 27, 2007. Cisco FY 08 Q2 is from October 28, 2007 through
January 26, 2008.) For a list of Cisco Technical Services
available for resale, visit the service description page
at www.cisco.com/go/servicedescriptions
    
    Rebates are typically credited by
the end of the following quarter. For example, for Cisco Q1
rebates will be credited by the end of Cisco Q2 (January 26,
2008)
    
    The minimum rebate credit
amount for one incentive period is two hundred dollars
(US$200), which will not be carried over between
quarters.
    
    Purchases made through an indirect
relationship or partner brand with Cisco (for example, Shared
Support) or purchase from distributors will not be included in
the total Technical
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    Page 9 of 12




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Services net booking and therefore will not be included in any
rebate calculations under this promotion.
    
    Partners will have access to the
Cisco published total Technical Services net booking, attach
rate, LLW ARA base attach rate, and renewal rate on the partners
profile page on the Cisco Brand Resale promotion partner portal.
If the partner believes there are any discrepancies between the
Cisco published bookings and the partners own records, the
partner is responsible for identifying such potential
discrepancies to Cisco. The deadline for reporting any
discrepancies is two weeks after the date that the attach rate,
LLW ARA base attach rate, or renewal rate is posted at the Cisco
Brand Resale promotion partner portal.
    
    Partner is responsible for
providing complete information to enable service contracts to be
registered. Attach and renewal rate rebates will be based on
registered contracts only.
    
    If a partners status changes
during this promotion period from purchasing solely through a
Cisco authorized distributor to purchasing direct from Cisco, the
partner will be allowed to register for this promotion but will
not receive any rebates until they complete a full quarter even
though the promotion period has already begun. The partner, who
has entered into this promotion, will be entitled to receive any
earned Cisco Brand Resale promotion service incentive rebates for
performance and bookings, providing the partner completes at
least one full quarter during the six-month incentive period. For
example, if a partner enters the promotion during the first
quarter of the six-month incentive period, rebates will only be
credited on the second quarters bookings. Rebates will not be
prorated if the partners status changes mid-quarter. Partners
will be measured on the available attach rate and renewal rate
data at the end of measurement period. The consolidated attach
rate is based on PMC and LLW ARA methodologies and the renewal
calculation methodology is based on PMC.
    
    If a brand new partner who has no
shipping or booking history with Cisco, becomes a Cisco Brand
Resale partner during this promotion, the partner will be allowed
to register for this promotion but will not receive any rebates
until they complete a full quarter even though the promotion
period has already begun. The partner, who has entered into this
promotion, will be entitled to receive any earned Cisco Brand
Resale promotion service incentive rebates for performance and
bookings, provided the partner completes at least one full
quarter during the six-month incentive period. The consolidated
attach rate is based on the measurement period at the end of the
promotion end date. For brand new partners, Cisco anticipates
there will be no renewal data available. If the new partner has
renewal data, Cisco will use the renewal rate available at the
end of the measurement period.
    
    If a partner who is approved in the
Cisco Brand Resale promotion signs a Cisco Global Services
Alliance contract or a Regional Services Alliance contract, or
becomes a tier-two partner, that partner will become ineligible
to participate in the Cisco Brand Resale promotion. The partner
will be entitled to receive any earned Cisco Brand Resale
promotion service incentive rebates for performance and bookings
providing the partner completes at least one full quarter during
the six-month incentive period. For example, if a partners
status changes during the second quarter of the six-month
incentive period, rebate credits will only be calculated upon the
first quarters bookings. Rebates will not be prorated if the
partners status changes mid-quarter.
    
    Partners are responsible for
tracking their attach and renewal rate metrics and should refer
to the PMC tool for their official attach rate and
renewal rate metrics. Attach rate summary data with LLW ARA will
also use the PMC data but will be calculated outside of PMC and
will be posted at the Cisco Brand Resale promotion partner
portal. The details that make up
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    Page 10 of 12




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##### 



either the attach rate or renewal rate metric will be available
directly in PMC. Information obtained from Cisco account management
personnel will not take precedence over the information on the PMC
tool or Cisco Brand Resale promotion Website and will not be
honored in any disputes. In order to correct any error in the PMC
tool, partners must open an online case with the PMC administrator
to correct it on the PMC tool by selecting the Service Support
Center (SSC) link at
http://tools.cisco.com/CustAdv/PP/smIntroduction.do . This
link is also available on the Cisco PMC
http://tools.cisco.com/CustAdv/PP/smIntroduction.do or Cisco
Brand Resale promotion Website.
    
    Partner is responsible for
familiarizing itself and complying with all Federal State and
Local Government rules regarding acceptance of credits or
rebates.
    
    Cisco reserves the right to
modify or cancel the promotion at its discretion without
prior notice to channel partners.
    
    In addition to any of its other
remedies, Cisco reserves the right to terminate a partner from
participation in this promotion for the following reasons: (a)
submission of false, misleading, or incomplete promotion
information, including claims for sales made under the
promotion; (b) other fraud or abuse of this or other Cisco
marketing or sales promotions; (c) the distribution of products
purchased from any source other than Cisco or an authorized
Cisco distributor; and (d) the sale of Cisco products or
services to anyone other than an end user.
    
    Partner acknowledges that
they have read and understood the Cisco Brand Resale
promotion guide.
 Definitions
 Advanced Services SKU based:
 Attach rate:
 Attach Rate Adjustment (ARA):
 Direct:
 Indirect:
 Limited lifetime warranty (LLW):
 All contents are Copyright © 1992-2007 Cisco Systems, Inc. All rights reserved. This document is For Cisco Internal Use Only.
    
    Page 11 of 12




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##### 



Partner:
 Renewal rate:
 Related Links
 www.cisco.com/en/US/partner/partners/metrics.shtml
 www.cisco.com/public/scc/
 tools.cisco.com/WWChannels/CAMLOC/jsp/cam_locator.jsp
 www.cisco.com/go/servicedescriptions
 www.cisco.com/en/US/products/svcs/ps3034/serv_category_home.html
 www.cisco.com/E-Learning/pa/pec/csep/m01/m01_t01_p01.shtml
 (CISCO LOGO)
    
    Americas Headquarters
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
USA
www.cisco.com
Tel: 408 526-4000
800 553-NETS (6387)
Fax: 408 527-0883
    
    Asia Pacific Headquarters
Cisco Systems, Inc.
168 Robinson Road
#28-01 Capital Tower
Singapore 068912
www.cisco.com
Tel: +65 6317 7777
Fax: +65 6317 7799
    
    Europe Headquarters
Cisco Systems International BV
Haarlerbergpark
Haarlerbergweg 13-19
1101 CH Amsterdam
The Netherlands
www.europe.cisco.com
Tel: +31 0 800 020 0781
Fax: +31 0 20 357 1100
   All contents are Copyright
© 1992-2007 Cisco Systems, Inc. All rights reserved. This
document is For Cisco Internal Use Only.
    
    Page 12 of 12