DISTRIBUTORSHIP AGREEMENT

This  Agreement is made and entered  into this 23rd of May,  2001 by and between
CinTel Co. Ltd., a corporation duly organized and existing under the laws of the
Republic  of Korea,  having its  principal  office at 7th Floor,  MSA  Building,
#891-43, Daechi-dong,  Kangnam-ku, Seoul, Korea (hereinafter referred to as "the
Principal")  and Rikei  Corporation,  a corporation  duly organized and existing
under the laws of Japan, having its principal office at 1-26-2,  Nishi-Shinjuku,
Shinjuku-ku,   Tokyo  163-0535,   Japan,   (hereinafter   referred  to  as  "the
Distributor").

WHEREAS,  the Principal  desires to appoint the  Distributor and the Distributor
desires to be appointed,  as the Principal's  non-exclusive  Distributor for the
sale of the  Products  (as defined  hereinafter)  in the  Territory  (as defined
hereinafter).

NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants
contained herein, the parties hereto mutually agree as follows:

Article 1. Definitions

In this Agreement  except where the context  otherwise  requires,  the following
terms  and  expressions  shall be  understood  to have the  precise  meaning  as
follows:

1.1  "Products"  shall  mean the  products  specified  in  Appendix  1 which are
manufactured  by CinTel Co., Ltd.  (hereinafter  referred to as  "Manufacturer")
which shall not include  products  manufactured by the Manufacturer on the basis
of the Original  Equipment  Manufacture  (OEM) and/or Contract  Manufacture (CM)
requested by other parties and products not having the CinTel brand name.

1.2  "Retail  Price"  shall  mean the price of  Products  being  applied  to the
customers in the Territory.

1.3 "Spare  parts"  shall mean any or all parts and/or  components  assembled or
incorporated in the Products.

1.4  "Territory"  shall mean Japan,  which may be  extended  to other  countries
subject to the mutual agreement in writing from time to time.

1.5  "Trademark"  shall  mean  the  trademark  affixed  and/or  embodied  to the
Products.

Article 2. Appointment and Acceptance

2.1 [Appointment & Acceptance]

During  the term and  subject  to the  conditions  hereinafter  set  forth,  the
Principal  hereby  appoints the  Distributor  as the  Principal's  non-exclusive
distributor for the Products in the Territory and the  Distributor  accepts such
appointment.


                                       1


2.2 [Prohibition on Competitor's Product]

The  Distributor  shall not,  directly or  indirectly,  through  another  party,
purchase,  import,  export,  sell,  distribute,  or  otherwise  deal in products
competitive with or similar to the Products in the Territory.

2.3 [Prohibition on Indirect Sales]

Without  the prior  written  consent  of the  Principal,  the  Distributor,  its
subsidiary or affiliate shall not, directly or indirectly,  sell the Products to
any person or entity which may resell them outside the Territory.

Article 3. Conditions of the Distributor without Exclusive Right

3.1 [Demo product]

The Principal shall provide 3 sets of iCache products with 10% discount price of
suggested price in appendix 2.

Article 4. Obligation of the Distributor

4.1 [Sales Promotion]

The Distributor shall, at its own expenses,  use its best efforts to promote the
sale of the Products in the Territory and employee qualified salesman throughout
the  Territory  to  obtain  the  largest  sales  volume of the  Products  in the
Territory.

4.2 [Maintenance]

The  Distributor  shall  perform  maintenance  and  after-sale  service  for the
customers who bought the Products from the  Distributor.  For this purpose,  the
Distributor  shall  maintain  adequate   facilities  and  sufficient   qualified
technician  to enable the  Distributor  to perform  maintenance  and  after-sale
service for the Products.

4.3 [Stock]

The  Distributor  shall  maintain  adequate  stocks of the  Products to meet its
customer's  demand in time. The  Distributor  shall maintain  adequate stocks of
replacement  parts,   facilities  and  qualified  mechanics  and  shall  provide
reasonable after sales-service to its customers.

4.4 [Report on Customer's Claim]

The Distributor shall make reasonable efforts to handle all matters necessary to
satisfy the customers  relating to the sale of the Products in the Territory and
immediately  report to the Principal any claims received by the Distributor from
the customers relating to the Products.

4.5 [Report on Performance & Marketing]

The Distributor shall cooperate with the Principal's request on the sales of the
Products, and the Distributor shall send to the Principal:

a. a  written  report  on its  activities  in the  Territory  at  three  monthly
intervals, such reports to include sales by product including both the value and
units, sales by state, recommended retail price lists, advertising and promotion
plans for the future and a commentary on the marketing,  sales and  distribution
performance and plans,  matters  affecting pricing policies and achievements and
proposals in respect of major customers; and


                                       2


b. a written report at three monthly  intervals on the stocks of the Product and
parts thereof held by the Distributor.

4.6 [Role as Seller with Customer]

The Distributor will, in all  correspondences  and dealings relating directly or
indirectly to the sale or other  disposition of the Products,  clearly  indicate
that it is acting as a principal and not as an agent and/or legal representative
of the Principal.

4.7 [Prohibition on Binding the Principal]

The  Distributor  will not give any  guarantee  or  warranty  in  respect of the
Products  except  the  warranty  provisions  of  Article  8 hereof  and will not
otherwise  incur any  liability on behalf of the  Principal or in any way pledge
the credit of the  Principal  or accept any order or make any  contract  binding
upon the Principal without the Principal's prior approving the terms thereof.

Article 5. Obligation of the Principal

5.1 [Supply Products]

The Principal shall supply the  Distributor  with enough Products to satisfy the
order placed with the Distributor by customers in the Territory.

5.2 [Supply Spare Parts]

The Principal shall supply the Spare parts to the Distributor  with agreed price
between the parties  from time to time for one (1) year after the last  shipment
of the Products from the Principal to the Distributor,  provided,  however, that
the Distributor may purchase the Spare parts from the vendor of the Principal.

5.3 [Technical Assistance]

The Principal is obligated to supply the Distributor  with technical  assistance
such as information and illustrated  material,  and to send advertising material
suitable for the promotion and advertising of the Products, as in the opinion of
the Principal may be necessary or useful to the Distributor.

Article 6. Order and Shipment

6.1 [Order]

In  the  Distributor's  placing  purchase  orders  for  the  Products  with  the
Principal,  the  Distributor  shall  clearly  describe the Products and quantity
required, price, delivery time, packing, invoicing and shipping conditions, etc.

6.2 [Acceptance]

Any purchase  order placed by the  Distributor  shall not be binding any parties
unless and until it is accepted by the Principal at its discretion.

6.3 [Time to Order & Acceptance]

The  Distributor  shall place the order not less than three (3) months  prior to
the first  shipment date written on such order and the Principal  shall give the
Distributor  written notice of acceptance or refusal of such order placed by the
Distributor within two (2) weeks from the date of receipt of such order.


                                       3


6.4 [Order Forecast]

Before  three (3) months prior to the end of the each  calendar  year during the
term of this  Agreement,  the  Distributor  shall provide the Principal  with an
annual forecast covering coming twelve (12) months.

6.5  [Order  Cancellation]  In  case  the  Distributor  cancels  the  Individual
Contract,  the Distributor shall compensate the Principal's  damages relating to
the Products  already made or in  manufacturing  process in accordance with such
order  including  any and all costs and  expenses  and  expected  profits of the
Principal.

Article 7. Price and Payment

7.1 [Price]

a.    The prices of the  Products  shall be  specified  in Appendix  2-1 and 2-2
      attached hereto and may be varied subject to the mutual  agreement by both
      parties from time to time.  Pricing term for the Products  shall be F.O.B.
      Inchon Airport in Korea.

b.    If the parties cannot agree on prices, the Principal reserves the right to
      terminate  forthwith  this  Agreement  by giving a  written  notice to the
      Distributor with immediate effect.

c.    The  increase  of the  prices  for the  Products  shall  not  apply to the
      Distributor's  order which was  accepted  by the Company  before the price
      increases.

7.2 [Retail Price]

The  Distributor has a right to decide retail prices for the Products to be sold
by the  Distributor  in the  Territory  during the term of this  Agreement.  The
Distributor shall be in comply with the agreed retail prices by the Principal.

7.3 [Payment]

The Distributor's payment term to the Principal shall be by telegraphic transfer
of money in US dollars to the  Principal's  following bank account at the end of
the month  following the month when the Products and Invoices have been received
by the Distributor.

    Hanvit Bank
    Account #
    Branch name: Posco center branch
    Bank address: 892 daechi-dong, kangnam-gu, seoul, korea

Article 8. Title and Risk, Delivery

8.1 [Delivery Term]

Unless otherwise  agreed,  the delivery term of the Products shall be FOB Inchon
Airport in accordance  with the INCOTERMS 1990 as revised and the title and risk
of Products shall be transferred to the Distributor when the Products shall pass
the ship's rail of the vessel to be shipped.


                                       4


8.2 [Delivery Date]

The date on the bill of lading  shall be deemed to be the  delivery  date of the
Products.

Article 9. Warranty

9.1 [Inspect]

Promptly  after the receipt of the  Products,  the  Distributor  may inspect the
quantity and quality of the Products in Territory at the Distributor's cost.

If, upon receipt of the Products  after proper and thorough  inspection,  any of
the  Products is found not to be in  compliance  with the  quantity  and quality
standards, the Distributor shall notify in writing the Principal of the shortage
or defect of the  Products in detail  within one (1) month from the  discharging
date of the Products and the Principal  shall repair or replace the Products not
meeting the quantity and quality standards.

9.2 [Warranty Period]

The Principal  warrants that the Products shall be free from defects in material
and workmanship for a period of fifteen (15) months from the date of manufacture
of the Products shipped.  Any of the Products  defective in workmanship shall be
repaired  or  replaced  with good  Products  free of  charge at the  Principal's
choice,  and defective  Product(s)  shall be returned to the Principal  `Freight
Collect' while repaired  Product(s) or replacement  Product(s)  shall be sent to
the Distributor  `Freight Collect.' Namely, all expenses related to sending back
and shipping shall be borne by the parties on a 50-50 basis.  Specifically,  the
transportation cost from Japan to Korea shall be borne by the Distributor, while
the transportation cost from Korea to Japan shall be borne by the Principal.

9.3 [Exclusion of Warranty]

a.    This warranty does not extend to any of the said Products which have been:
      (1)  subjected  to misuse,  neglect,  accident  or abuse,  (2)  improperly
      repaired,  or altered or modified in any way unless such  modification  is
      approved  in  writing  by the  Principal,  and (3)  used in  violation  of
      instructions furnished by the Principal.

b.    THE  PARTIES  AGREE THAT THE IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND
      FITNESS  FOR  A  PARTICULAR   PURPOSE  AND  ALL  OTHER  WARRANTIES  AND/OR
      GUARANTEES  NOT  SPECIFIED  IN  THIS  AGREEMENT  ARE  EXCLUDED  FROM  THIS
      TRANSACTION AND SHALL NOT APPLY FOR THE PRODUCTS.

9.4 [Claim Notice]

Claimsby the  Distributor  in regard to any defect in the  Products  shall be in
writing and be dispatched by the Distributor with full particulars within thirty
(30) days after the receipt of Products.

Article 10. Trademark

10.1 [Grant Trademark License]

During  the  term  of  this  Agreement,  the  Principal  hereby  grants  to  the
Distributor,  a  non-exclusive  license to use the  Trademark for the purpose of
sales and promotion of the Products  within the Territory to the extent that the
Principal has been granted the right to use based on the  Principal's  exclusive
distributorship.  When the  Distributor  uses the  trademark,  it shall indicate
clearly that the Principal or other entity is sole and exclusive  proprietary of
the Trademark.


                                       5


10.2 [Approval of Ad Material]

When the Distributor intends to use the Trademark, prior to use, the Distributor
shall inform the  Principal of the manner of such use and submit a sample of any
materials  including  but  not  limited  to,  catalogues,   leaflets,   posters,
newspapers,  bearing the  Trademark for the  Principal's  prior  inspection  and
approval thereto.  When the Distributor wishes to change the approved use of the
Trademark,  prior to change,  the Distributor  shall inform the Principal of the
desired  change and submit a sample of the materials  bearing the altered use of
the Trademark for prior  inspection  and approval by the Principal in any event,
the manner of use of the Trademark of any change thereof shall be subject to the
Principal's  prior  written  approval  and  the  Distributor  shall  not use the
Trademark in any other manner than that approved in advance by the Principal.

10.3 [Ownership on Proprietary Rights]

The  Distributor  recognizes  that any of the Trademark,  trade names,  designs,
patent,  copyrights,  know-how and other proprietary rights, used on or embodied
in the Products  ("Proprietary  Rights") shall remain the exclusive  property of
the Principal.  The  Distributor  shall not have or acquire any right,  title or
interest in Proprietary Rights.

10.4 [Prohibition]

a.    The  Distributor  shall  not,  directly  or  indirectly,   apply  for  the
      registration of Proprietary  Rights  including their  translation into any
      language.

b.    During  the  term of this  Agreement  or even  after  termination,  except
      otherwise consented by the Principal, the Distributor shall not:

      i)    use  the  Proprietary  Rights  or  similar  trademark  on any  other
            companies  products than the Principal's nor let other companies use
            the Trademark; and

      ii)   directly or indirectly  apply for the  registration of the trademark
            or any other trademark  similar thereto with respect to the Products
            or any other materials in any country of the world.

c.    The Distributor shall not alter, deface,  remove, cover or mutilate in any
      manner  the  Proprietary  Rights,  serial  or  model  numbers,  brand,  or
      Principal's  name attached or affixed to any of the Products,  without the
      prior written consent of the Principal.

10.5 [Announcement]

The Distributor  may, with the prior written consent of the Principal,  indicate
that it is an authorized distributor of the Products.

10.6 [Notice of Infringement]

When the Distributor finds that a third party infringes or impairs the Trademark
or the Principal's  goodwill  involved  therein,  or when a third party brings a
claim,  suit or action  against the Principal or the  Distributor  on the ground
that the Distributor's  use of the Proprietary  Rights may infringe on the third
party's rights,  the Distributor shall promptly inform the Principal thereof and
cooperate with the Principal to settle the problem.

10.7 [Cease to Use]

Upon  termination of this Agreement for any cause,  the Distributor  shall cease
holding itself out as a distributor of the Products and cease using, in any way,
Trademark,  Principal's name, or its Proprietary  Rights or any material similar
thereto.


                                       6


Article 11. Status of Distributor

11.1 [No Agencyship]

This  Agreement  does not in any way create the  relationship  of principal  and
agent  between the  Principal and the  Distributor,  and under no  circumstances
shall  the  Distributor  be  considered  to be the agent of the  Principal.  The
Distributor shall not act or attempt to act, or represent itself, directly or by
implication,  as an agent of the Principal or in any manner assume or create, or
attempt to assume or create any obligation, liability, representation,  warranty
or  guarantee  on behalf of, or in the name of the  Principal.  The  Distributor
shall  conduct its  business  in the  purchase  and resale of the  Products as a
principal for its own account and at its own expenses and risk.

11.2 [Obeyance of Laws]

The  Distributor  shall,  at  all  times,   comply  with  all  applicable  laws,
regulations,  and  orders  of any  government  of  the  Territory  or  political
subdivisions thereof, relating to or in any way affecting this Agreement and the
Distributor's  performance  hereunder  including  the  obtaining of any required
licenses, permits or approvals.

Article 12. Non-disclosure

The Distributor shall not disclose to any third party, without the prior written
consent of the Principal,  or use for any purpose other than the  performance of
its obligations under this Agreement,  any confidential  information  concerning
the Products or business affairs of the Principal (including but not limited to,
prices,  discounts,  terms and conditions of sale, customers,  business affairs,
Products or Product  specification)  which it acquires or develops in the course
of its transaction with the Principal.

Article 13. Term

13.1 [Term & Extension]

This Agreement shall become  effective upon signing,  and shall continue in full
force and  effect  for a period of two (2) years  from the date  hereof,  unless
earlier terminated pursuant to Article 15. This Agreement shall be automatically
extended  for a  successive  two (2) years  thereafter,  unless and until either
party  shall give to the other  party at least  thirty  (30) days prior  written
notice of its intention not to extend this Agreement.

13.2 [Revision of Minimum Purchase Amount]

Upon the extension of this  Agreement in accordance  with  Paragraph  14.1,  the
minimum  purchase  amount for each period  shall be  reviewed  and a new minimum
purchase  shall be mutually  agreed upon in writing by the parties within thirty
(30) days before the commencement of each new period,  provided,  however,  that
the new minimum purchase amount shall be more that those of previous year.


                                       7


Article 14. Termination

14.1 [Termination Right with Immediate Effectiveness]

In each case of the following  events,  either party  ("Terminating  Party") may
terminate this Agreement, with immediate effect, by giving the written notice of
termination to the other party ("Defaulting Party"):

      a.    if the Defaulting Party becomes  bankrupt or insolvent,  or have its
            business  placed in the hand of a  receiver,  assignee  or  trustee,
            whether by voluntary act or otherwise;
      b.    if the  Defaulting  Party  assigns  this  Agreement  or  any  rights
            hereunder to a third party without the non-defaulting  party's prior
            written consent;
      c.    if the Defaulting  Party ceases to function as a going concern or to
            conduct its operations in the normal course of business;
      d.    if the Distributor  should be acquired by, or should itself acquire,
            in  whole  or in  part,  a  manufacturer  of  products  which in the
            reasonable  judgment of Principal competes to a material extent with
            the Products; or
      e.    if the  Defaulting  Party  does not  remedy the breach or failure to
            perform or observe  any  agreement  or  condition  herein  contained
            within thirty (30) days of a notice  requiring remedy of such breach
            or failure to perform or observe

14.2 [Principal's Arbitrary Termination Right]

Notwithstanding  anything  to the  contrary  contained  in this  Agreement,  the
Principal may terminate  this Agreement by ninety (90) days prior written notice
served on the Distributor.

14.3 [Breach of Minimum Annual Purchase Obligation]

In case the  Distributor  fails to  achieve  the  minimum  annual  purchase  for
whatever reasons,  unless solely and clearly attributable to the Principal,  the
Principal has the right to terminate this Agreement.

14.4 [Due]

All payments owed to the Principal  upon  termination  of this  Agreement  shall
become  immediately  due and no  cancellation  or  termination of this Agreement
shall serve to release the  Distributor  or its successors or assignees from any
obligations under this Agreement.

14.5 [Repurchase Option]

In cases of termination  of this  Agreement by either party for any reason,  the
Principal may at its sole option  repurchase  from the  Distributor,  at the net
price paid by the  Distributor  to the  Principal,  any or all Products or parts
thereof in the possession of the Distributor.

Article 15. Indemnity

The Distributor hereby irrevocably  indemnifies and holds the Principal harmless
from and against all costs, claims, charges, damages, expenses,  liabilities and
losses  howsoever  arising  out  of or in  connection  with  any  breach  by the
Distributor  of any of its  obligations  under this  Agreement and in particular
without  limitation all and any claims and damages of whatsoever  nature arising
from the injury or death of any  person or persons  and for damage to or loss of
property,  arising out of or attributable  whether directly or indirectly to the
misuse,  conduct,  operations or performance of the  Distributor in violation of
the instruction provided by the Principal.


                                       8


Article 16. Force Majeure

16.1 [Factors]

Neither party shall be liable to the other party for non-performance or delay in
performance  of  any  of its  obligation  under  this  Agreement  due to  causes
reasonably beyond its control including but not limited to fire, flood, strikes,
labor  troubles  or  other  industrial   disturbances,   unavoidable  accidents,
governmental regulations, riots and insurrections.

16.2 [Notice]

Upon the occurrence of such a force majeure condition,  the affected party shall
immediately  notify the other party with as much  detail as  possible  and shall
promptly inform the other party of any further developments.

Immediately  after the cause is removed,  the affected  party shall perform such
obligations with all due speed.

Article 17. Governing Law

This Agreement  shall be interpreted and governed by the laws of the Republic of
Korea.

Article 18. Settlement (Arbitration)

18.1 [Arbitration]

All disputes,  controversies or differences which may arise between the parties,
out of, or in relation  to, or in  connection  with this  Agreement,  or for the
breach  thereof,  shall be finally  settled by  arbitration  in Seoul,  Korea in
accordance  with  the  Commercial  Arbitration  Rules of the  Korean  Commercial
Arbitration Board and under the laws of Korea.

The award  rendered  by the  arbitrators  shall be final and  binding  upon both
parties concerned.

18.2 [Expenses]

If any action or arbitration or other  proceeding  shall be commenced to enforce
this  Agreement,  the  prevailing  party in such action or  proceeding  shall be
entitled to recover from the other party reasonable attorney's fees, arbitration
costs and out-of-pocket expenses incurred by such prevailing party in connection
with such action or proceeding.

Article 19. Miscellaneous Provisions


                                       9


19.1 [Notices]

Any notice required or permitted to be given hereunder shall be in writing, and
may be given by personal service, registered airmail, if confirmed on the same
day in writing by registered airmail, with postage prepaid to the following
addressed:

   To the Principal                  Tel No.: +82-2-544-6700
                                     Fax No.: +82-2-508-2341
                                     Addr.: 7th Floor, MSA Building,
                                     #891-43, Daechi-dong, Kangnam-ku,
                                     Seoul, Korea
                                     Attn.

   To the Distributor                Tel No.: +81-3-3345-2189
                                     Fax No.: +81-3-3344-3949
                                     Addr.: Nomura Bild., 1-26-2 Nishishinjuku,
                                     Shinjuku-ku, Tokyo,
                                     163-0535, Japan

19.2 [Entire Agreement & Amendments]

This Agreement  constitutes  the entire  understanding  of the Principal and the
Distributor with respect to the subject matter hereof.

No amendment, modification or alteration of any terms of this Agreement shall be
binding  on  either  party  unless  the  same  shall be made in  writing,  dated
subsequent  to the date  hereof  and  executed  by or on behalf  of the  parties
hereto.

19.3 [Assignment & Succession]

This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective successors.

No assignment of this Agreement shall be valid without the prior written consent
of the other party hereto.

19.4 [Waiver]

All waivers  hereunder shall be in writing,  and the failure of any party at any
time to require the other  party's  performance  of any  obligations  under this
Agreement shall not affect the right subsequently to require  performance of the
obligation.  Any waiver of any breach of any provision of this  Agreement  shall
not be  construed as a waiver of any  continuing  or  succeeding  breach of such
provision or a waiver or modification of the provision.

19.5 [Severability]

If any one or more of the  provisions  contained  in  this  Agreement  shall  be
declared  invalid,  illegal or unenforceable in any respect under any applicable
law, the  validity,  legality and  enforceability  of the  remaining  provisions
contained herein shall not in any way be affected or impaired,  and in such case
the  parties  hereto  oblige  themselves  to reach the  purpose  of the  invalid
provision by a new, valid and legal stipulation.

19.6 [Headings]

The headings herein are included for purposes of convenience  only and shall not
affect  the  construction  or  interpretation  of any of the  provision  of this
Agreement.

19.7 [Language]

For the purposes of communication, this Agreement may be translated into another
language, but this Agreement,  which is executed in the English language,  shall
be the only binding version.


                                       10


19.8 [Time]

All time referred in this Agreement and any Individual  Contract made under this
Agreement shall be of the essence and material provision of this Agreement.

IN WITNESS  WHEREOF,  the parties  hereto have  authorized  this Agreement to be
executed by their respective duly authorized officers.

Cintel Co., Ltd.                       DISTRIBUTOR
By       : ______________________      By       : ____________________________
Name: Kim Sang Don                     Name: Katsuei Aoyagi
Title    : President/CEO               Title    : Managing Director


                                       11


Appendix 1.

                              iCache Specifications


- --------------------------- --------------------------- ---------------------------- ------------------------------
                            iCache 400                  iCache 800                   iCache 1500
- --------------------------- --------------------------- ---------------------------- ------------------------------
                                                                            
System
- ------
Processor                   800MHz Pentium III          800MHz Pentium III           866MHz Pentium III

RAM                         256MB PC-133 SDRAM          512MB PC-133 SDRAM           1GB  PC-133  ECC   Registered
                                                                                     SDRAM

Disk Drives                 60GB (Ultra  ATA/66         120GB (Ultra  ATA/66         147.2GB  (Ultra  160 LVD SCSI
                            30.6GB X 2)                 30.6GB X 4)                  18.4GB X 8)


Network Interface           10/100 Base T-1 Port        10/100 Base T-1 Port         10/100    Base    T-2    Port
                                                                                     (Optional:   1000  Base-SX  1
                                                                                     Port)

- --------------------------- --------------------------- ---------------------------- ------------------------------
Dimensions and Weight
- ---------------------

Height                      44mm: 1 rack unit           88mm: 2 rack units           176mm: 4 rack units

Width                       420mm                       420mm                        420mm

Dept                        600mm                       625mm                        625mm

Weight                      12.5kg                      13.9kg                       25kg
- --------------------------- --------------------------- ---------------------------- ------------------------------
Enclosure
- ---------

19" Rack-mountable          Yes                         Yes                          Yes
- --------------------------- --------------------------- ---------------------------- ------------------------------
- --------------------------- --------------------------- ---------------------------- ------------------------------
Operating Environment
- ---------------------

Temperature                 5oC to 50oC                 5oC to 50oC                  5oC to 50oC

Humidity                    Less than 90% relative      Less than 90% relative       Less than 90% relative
                            humidity, non-condensing    humidity,  non-condensing    humidity, non-condensing

Altitude                    Up to 2438M                 Up to 2438M                  Up to 2438M

- --------------------------- --------------------------- ---------------------------- ------------------------------
Power                       AC     power  100-240V,     AC     power   100-240V,     AC power  100-240V, 47-63Hz;
- -----
                            47-63Hz; 200 Watts          47-63Hz; 400 Watts           600 Watts

- --------------------------- --------------------------- ---------------------------- ------------------------------


                                   Information subject to change without notice.


                                       12


                      PacketCruz Redirector Specifications

- ------------------------------- ------------------------------------------------
                                            PacketCruz Redirector
- ------------------------------- ------------------------------------------------
System

Processor                       800MHz Pentium III Processor

RAM                             256MB PC-133 SDRAM

Disk Drives                     10GB

Network Interface               10/100 Base-T 1 Port
- ------------------------------- ------------------------------------------------
Dimensions and Weight

Height                          88mm; 2 rack unit

Width                           420mm

Dept                            450mm

Weight                          6kg
- ------------------------------- ------------------------------------------------
Enclosure

19" Rack-mountable              Yes
- ------------------------------- ------------------------------------------------
Operating Environment

Temperature                     5oC to 50oC

Humidity                        Less than 90% relative humidity, non-condensing

Altitude                        Up to 2438M
- ------------------------------- ------------------------------------------------
Power                           AC power 100-240V, 47-63Hz; 200 Watts
- ------------------------------- ------------------------------------------------

                                   Information subject to change without notice.


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Appendix 2.

                                  iCache Prices

                                                                 (US$, 2001.5.8)

- ------------------- --------------------- --------------------- ----------------
                         iCache 400            iCache 800           iCache 1500
- ------------------- --------------------- --------------------- ----------------

List Price
- ----------
- ------------------- --------------------- --------------------- ----------------

Reseller Price
- --------------
- ------------------- --------------------- --------------------- ----------------

                           PacketCruz Redirector Price

                                                                 (US$, 2001.5.8)

- -------------------------- -----------------------------------------------------
                                                PacketCruz Redirector
- -------------------------- -----------------------------------------------------

List Price
- ----------
- -------------------------- -----------------------------------------------------

Reseller Price
- --------------
- -------------------------- -----------------------------------------------------

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