Amendment No. 1 to Managed Services Provider Agreement

Exhibit 10.29

AMENDMENT

CA, Inc., One CA Plaza, Islandia, New York 11749, tel: + ###-###-####

AMENDMENT 1
to the MSP Agreement
March 30, 2006
between
CA, Inc. (“CA”)
and
InterNetwork Experts, Inc. (“MSP”)

CA and MSP agree to amend the terms and conditions of the Agreement effective December 15, 2006 as follows:

1. Exhibit A

Exhibit A is hereby deleted in its entirety and replaced with First Revised Exhibit A attached hereto.

2. Term

The Term of the Agreement is hereby extended through December 14, 2009, subject to the term limitations specified in the First Revised Exhibit A.

3. Semi-Annual True Up

Section 6.3.5 of the MSP Agreement titled Royalty Reporting and Payment is deleted in its entirety and replaced with the below:

“On June 15 and December 15 of each year during the Term, MSP shall report to CA in writing the Actual Use of Network Devices, Active VOIP Ports and Managed Servers (the “Reported Actual Use”) for the preceding six month period. CA shall thereupon review such report and advise MSP of any applicable Supplemental Fees due in excess of the Authorized Use identified on the First Revised Exhibit A. Supplemental Fees will include Authorized Use in excess of the Authorized Use Active for the preceding six month period as well as the Authorized Use in excess of the Authorized Use Base Line for the following six month period in accordance with the Supplemental Fees section of the First Revised Exhibit A. The parties agree that in order to verify the accuracy of MSP’s report, MSP will, at CA’s request upon reasonable notice, grant CA access to each MSP Operations Center (OC) Installation Site, and shall provide any further information as CA may reasonably require.”

4. No Other Terms

The Agreement, this Amendment and its Exhibits and the documents referred to herein comprise the whole Agreement between the parties. In the event of a conflict between the Amendment 1 and the MSP Agreement, the Amendment 1 terms shall prevail. All prior oral or written agreements or representations other than as included in this Agreement are hereby excluded from this Agreement.

THE PARTIES REPRESENT THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

CA Initial     /s/ SM		MSP Initial     /s/ MH
Legally approved by

FIRST REVISED EXHIBIT A

SPECIFICATIONS FOR USAGE OF CA SOFTWARE
Authorized Use – Base Line		Authorized Use – Active
Network Devices (1-10 Ports) = 1,200		Network Device Count (1-10 Ports) = 1,200
Network Devices (11-25 Ports) = 800		Network Device Count (11-25 Ports) = 800
Network Devices (26+ Ports) = 2,000		Network Device Count (26+ Ports) = 2,000
Total Network Device Count = 4,000		Total Network Device Count = 4,000
Active VOIP Ports = 20,000		Active VOIP Ports = 20,000
Managed Servers = 50		Managed Servers = 50

		SHIPMENT
CA SOFTWARE - LICENSED PROGRAMS		REQUIRED
Unicenter® Network and Systems Management Managed Resource – Version 11 (Windows)		YES
Unicenter® Management Portal		YES
Unicenter® Network and Systems Management		YES
Unicenter® Network and Systems Management Managed Resource 1-2 Processors-Version 11		YES
Unicenter® ServicePlus Service Desk		YES
Unicenter® ServicePlus Dashboard		YES
Unicenter® Service Desk Knowledge Tools		YES
Unicenter® Service Desk Knowledge Tools User		YES
CA eHealth Distributed X-Large		YES
CA eHealth Distributed Additional Distributed Consoles		YES
CA eHealth E2E Console		YES
CA eHealth for Cisco Call Manager — 500 User License		YES
CA eHealth for Voice — Cisco Unity and Unity Bridge — Platform Level 3		YES
CA eHealth for Voice — Policy Manager Right to Use License		YES
CA eHealth for Voice — Policy Manager Per Node, 1-20 Nodes		YES
CA eHealth for Voice — Voice Quality Monitor Per Agent Base price		YES
CA eHealth for Voice — Voice Quality Monitor Per Agent, 2-4 agents		YES
CA eHealth for Voice — Cisco Call Manager Right to Use		YES
CA eHealth for Voice — Cisco Call Manager Cluster		YES
CA eHealth for Voice — Cisco Call Manager 10,001 – 25,000 RD		YES
CA eHealth Integration for SPECTRUM		YES
CA eHealth Live Health Application		YES
CA eHealth Live Health Upgrade Elements		YES
CA eHealth Remote Poller to Distributed xLarge		YES
CA eHealth Service Availability		YES
CA eHealth Systems Elements		YES
CA System Performance Agent		YES
CA eHealth Traffic Accountant		YES
CA eHealth Trap Exploder		YES
CA Spectrum Infinity NOC Unrestricted Device Management		YES
CA Spectrum Alarm Notification Manager for Infinity/Integrity		YES
CA Spectrum CA Unicenter Gateway		YES
CA Spectrum Configuration Manager for Integrity/Infinity		YES
CA Spectrum Qos Manager for Infinity/Integrity		YES
CA Spectrum Report Manager for Infinity/Integrity		YES
CA Spectrum Report Manager Single Concurrent User License		YES
CA Spectrum Secure Domain Manager		YES
CA Spectrum Secure Domain Connector		YES
CA Spectrum Service Manager for Infinity/Integrity		YES

CA Initial      /s/ SM		MSP Initial      /s/ MH
Legally approved by

		SHIPMENT
CA SOFTWARE - LICENSED PROGRAMS		REQUIRED
CA Spectrum Service Manager Connector		YES
CA Spectrum Service Performance Manager for Infinity/Integrity		YES
CA Spectrum Single Concurrent Administrator License		YES
CA Spectrum Single Concurrent Oneclick Console Operator License		YES
CA Spectrum Single Concurrent User License for Service Manager		YES
CA Spectrum Spectrowatch Editor for Infinity/Integrity		YES
CA eHealth Universal Elements		YES
CA Spectrum Report Manager Connector		YES
CA Spectrum SNMPv3 Management Solution		YES
CA Spectrum Southbound Gateway Unlimited		YES
CA CMDB Application Server		YES
CA CMDB Full License		YES

PRODUCT DELIVERY

Any CA Software identified with “NO” under the heading entitled “Shipment Required” above was previously delivered to MSP by CA and therefore will not be delivered to MSP at this time. CA Software identified with a “YES” under such heading will be delivered to MSP upon execution of this agreement. The CA Software shall be delivered to MSP, either by electronic delivery or in tangible media F.O.B. Point of Shipment, as CA deems appropriate.

MSP OPERATIONS CENTER (OC) INSTALLATION SITE

1955 Lakeway Drive, Suite 220, Lewisville, TX 75057

TERRITORY (include target market if appropriate): North America

FEES

MSP shall pay to CA a fee inclusive of usage and maintenance of the CA Software through the expiration of the Term, in the amount of $ 716,620.00, payable as follows:

Due Date		Amount Due
December 15, 2006		$	150,000.00
December 15, 2007		$	283,310.00
December 15, 2008		$	283,310.00

MSP agrees to make the first payment listed above on or before the due date through a wire transfer. For the remaining payments, CA will send MSP an invoice containing the applicable remit to address or wire transfer information at least 30 days prior to each respective due date. As of the effective date of this Agreement, the following wire-transfer routing information applies:

Wachovia Bank, NA
1 South Broad Street
Mail Code PA 1227
Philadelphia, PA 19107
ABA# 0312-0146-7
Account Name: CA, Inc.
Account #2000028313816

The Fee stated above includes all remaining committed payment obligations of MSP due prior to the Effective Date of this Amendment 1 under the MSP Agreement effective March 30, 2006.

Thereafter, at least thirty (30) days prior to the end of the current Term of the Agreement, MSP shall notify CA in writing of its intention regarding renewal (“Written Notification”). MSP understands that if MSP does not elect to renew the current term of the License by way of Written Notification, usage and maintenance shall be cancelled at the end of the current term and shall be subject to a reinstatement charge.

EFFECTIVE DATE:		December 15, 2006
EXPIRATION DATE:		December 14, 2009

CA Initial      /s/ SM		MSP Initial      /s/ MH
Legally approved by

SPECIAL TERMS

LICENSE TERMINATION

All previous Licenses and Order Forms respecting use of the CA Software granted to MSP by CA or any of its predecessors for the use at the Installation Site set forth above are hereby terminated, subject, however, to the obligation of MSP to maintain the confidentiality of the CA Software and comply with the non-disclosure provisions of such terminated Licenses. Any future use of or access to the CA Software by MSP at any MSP Operations Center Installation Site shall be controlled exclusively by the terms of this Agreement.

SUPPLEMENTAL FEES

Any Supplemental Fees pursuant to Section 3 of this Amendment shall be calculated as the sum of 1) the Reported Authorized Use in excess of the Authorized Use Active for the preceding six month period; and 2) the Reported Authorized Use in excess of the Authorized Use Base Line for the following six month period; as described below. Notwithstanding any installment payment schedule for the Initial Fees, the Supplemental Fees shall be paid within thirty (30) days after MSP’s receipt of CA’s invoice.

		Annual Lease				Annual Lease				Annual Lease				Annual Lease				Annual Lease
		Payment				Payment				Payment				Payment				Payment
		(4,000-5,000)				(5001-10,000)				(10,001-25,000)				(25,001-50,000)				(50,001+)
Network		Total Network				Total Network				Total Network				Total Network				Total Network
Devices		Devices				Devices				Devices				Devices				Devices
1-10 Ports		$	29.70			$	26.73			$	24.06			$	21.65			$	19.49
11-25 Ports		$	59.40			$	53.46			$	48.11			$	43.30			$	38.97
26+ Ports		$	89.10			$	80.19			$	72.17			$	64.95			$	58.46

		Annual Lease				Annual Lease				Annual Lease				Annual Lease				Annual Lease
		Payment				Payment				Payment				Payment				Payment
VOIP Ports		(20,000 - 40,000)				(40,001-60,000)				(60,001-80,000)				(80,001-100,000)				(100,001+)
Active Ports		$	3.60			$	3.24			$	2.92			$	2.62			$	2.36

		Annual Lease				Annual Lease				Annual Lease				Annual Lease				Annual Lease				Annual Lease
		Payment				Payment				Payment				Payment				Payment				Payment
Servers		(50-200)				(201-500)				(501-1,000)				(1,001-5,000)				(5,001-10,000)				(10,001+)
Per Managed Server		$	200.00			$	180.00			$	162.00			$	145.80			$	131.22			$	118.10

Supplemental Fees will be calculated as follows:

Preceding six month period Supplemental Fee = (Reported Actual Use – Authorized Use Active) X 50% X Annual Lease Payment X .5

Following six month period Supplemental Fee = (Reported Actual Use – Authorized Use Baseline) X Annual Lease Payment X .5

Example of Calculating Supplemental Fees with 1,000 additional Network Devices (1-10 Ports), which results in a Total of 5,000 Network Devices:

(Reported Actual Use – Authorized Use Active) X 50% X Annual Lease Payment X .5		(2200 - 1200) X 50% X 29.70 X .5 =		$7,425.00		Additional payment due for preceding 6 months based on the Reported Actual Use
Plus
(Reported Actual Use – Authorized Use Baseline) X Annual Lease Payment X .5		(2200 - 1200) X 29.70 X .5 =		$14,850.00		Additional payment due for following 6 months for the Authorized Use Active
		Total		$22,275.00

CA Initial      /s/ SM		MSP Initial      /s/ MH
Legally approved by