Sample Business Contracts


Project Agreement & Design License Agreement [Amendment No. 1] - Cisco Systems Inc. and Frontier Software Development Inc.


                                 Amendment No. 1
                  PROJECT AGREEMENT & DESIGN LICENSE AGREEMENT

This Amendment No. 1 ("Amendment") to the Project Agreement & Design License
Agreement ("Agreement') is made in California as of January 4, 1995, by and
between Cisco Systems, Inc., ("CISCO") a California corporation having its
principal place of business at 170 West Tasman Drive, San Jose CA 95134, and
Frontier Software Development, Inc. ("Frontier') a Delaware corporation having
its principal place of business at 1501 Main Street, Tewksbury, MA 01876.

WHEREAS, Cisco and Frontier have previously entered into the Project Agreement &
Design License Agreement dated February 25,1994; and

WHEREAS, Cisco and Frontier wish to amend the Agreement to clarify NETscout
Manager License Fees;

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

         2.       EXHIBIT D - SOFTWARE LICENSE FEES. Replace Section 2 NETScout
                  Manager License Fees with Supplement Exhibit D-1 attached
                  hereto and made a part hereof.

         5.       All other term and conditions of the Agreement remain
                  unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

CISCO SYSTEMS, INC.                           FRONTIER SOFTWARE
                                              DEVELOPMENT, INC.


By: /s/ JAYSNREE ULLAL                        By: /s/ NATHAN KALOWSKI
   -------------------------------               -------------------------------
       (Authorized Signature)                       (Authorized Signature)

Name: /s/ JAYSNREE ULLAL                      Name: /s/ NATHAN KALOWSKI
     -----------------------------                 -----------------------------
       (Authorized Signature)                       (Authorized Signature)

Title: Director, Mktg.                        Title: VP Marketing
      ----------------------------                  ----------------------------



<PAGE>


                                   Supplement
                                   Exhibit D-1


2.       NETscout Manager License Fees.

A.       Frontier agrees that Cisco shall receive a discount of [*] off
         Frontier's published list price for NETscout Manager sold to any third
         party. Upon execution of this Amendment, Cisco agrees to purchase a
         prepaid license for fifty (50) NETscout Manager clients for [*].

B.       Frontier will provide NETscout Manager clients for inventory on the
         following basis:

         i.       Cisco will purchase inventory at a mutually agreed upon
                  material cost of [*].

         ii.      Cisco will pay Frontier licensing fees for copies of NETscout
                  Manager sold by Cisco during the preceding calendar month.
                  Cisco shall provide Frontier with report which shall be
                  sufficient to allow Frontier to verify the NETscout Manager
                  License Fees due

         iii.     Payment of such NETscout Manager License Fees within
                  forty-five (45) days of the end of each calendar month.

C.       The prices for NETscout Manager shall [*] for a period of [*] from the
         date of this Amendment. Thereafter, Frontier may [*]for NETscout
         Manager on not less than 160 days prior written notice to Cisco. Orders
         placed during the notice period shall be at [*]. [*] shall be effective
         immediately upon notice from Frontier.

D.       Frontier will provide customization to the Software and Documentation
         that uses the title "NetScout for Cisco".

E.       Frontier agrees to provide Cisco with [*] Windows licenses for internal
         usage only at no charge. These copies will be marked for demonstration
         and not for resale.



[*]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.

                                       2

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