NETSOLVE, INCORPORATED FIRST AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.2

NETSOLVE, INCORPORATED

This FIRST AMENDMENT TO RIGHTS AGREEMENT, is dated as of September 9, 2004 (this “Amendment”), by and among NetSolve, Incorporated, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., as rights agent (the “Rights Agent”).

R E C I T A L S:

WHEREAS, the Company and the Rights Agent entered into the Rights Agreement dated as of February 5, 2003 (the “Rights Agreement”);

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company desires to amend certain provisions of the Rights Agreement as described below; and

WHEREAS, all necessary actions to make this Amendment a valid agreement of the Company and the Rights Agent in accordance with its terms and a valid amendment to the Rights Agreement have been completed.

AGREEMENT

NOW THEREFORE, for and in consideration of the premises and mutual agreements herein set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I. DEFINITION OF TERMS

Unless the context otherwise requires:

1. a term defined in the Rights Agreement has the same meaning when used in this Amendment;

2. capitalized terms used herein that are not otherwise defined herein shall have the meaning assigned to such terms in the Rights Agreement;

3. references to Sections mean the reference to such Sections in the Rights Agreement, unless stated otherwise; and

4. rules of construction applicable pursuant to the Rights Agreement are also applicable herein.

II. AMENDMENTS TO THE RIGHTS AGREEMENT

The Rights Agreement is amended as follows:

A. The definition of “Acquiring Person” set forth in Section l(a) of the Rights Agreement is hereby amended by adding the following sentence after the closing period of such definition:

“Notwithstanding the foregoing or anything else in this Agreement to the contrary, no Person shall be or become an Acquiring Person by reason of (i) the announcement, execution and delivery, or amendment of the Agreement and Plan of Merger dated as of September 9, 2004, by and among the Company, Cisco Systems, Inc., a California corporation (“Parent”), and Reno Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), as the same may be amended from time to time in accordance with its terms (the “Merger Agreement”), (ii) the merger of Merger Sub with and into the Company, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”

B. The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is hereby amended by adding the following sentence after the closing period of such definition:

“Notwithstanding anything else set forth in this Agreement, a Stock Acquisition Date shall not be deemed to have occurred by reason of (i) the announcement, execution and delivery, or amendment of the Merger Agreement, (ii) the merger of Merger Sub with and into the Company, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”

C. The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is hereby amended by adding the following sentence after the closing period of such definition:

“Notwithstanding anything else set forth in this Agreement, no Triggering Event shall be deemed to have occurred by reason of (i) the announcement, execution and delivery, or amendment of the Merger Agreement, (ii) the merger of Merger Sub with and into the Company, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”

D. Paragraph (ii) of Section 3(a) of the Rights Agreement is hereby amended by inserting the following parenthetical clause after the first use of the term “Business Day” therein:

“(or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person)”.

E. Section 3(a) of the Rights Agreement is hereby further amended by inserting the following sentence to the end of such Section:

“Notwithstanding anything else set forth in this Agreement, no Distribution Date shall be deemed to have occurred by reason of (i) the announcement, execution and delivery, or amendment of the Merger Agreement, (ii) the merger of Merger Sub with and into the Company, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”

F. Section 7(a) of the Rights Agreement is amended by deleting the word “or” at the end of clause (i) of Section 7(a) and by deleting the entire clause (ii) of such Section and replacing it with the following:

“(ii) the time at which the Rights are redeemed or exchanged as provide in Section 23 or Section 24 hereof, or (iii) the moment in time immediately prior to the Effective Time (as such term is defined in the Merger Agreement) (the earliest of (i), (ii) and (iii) being herein referred to as the “Expiration Date”).”

G. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence to the end of that Section:

“Notwithstanding anything else set forth in this Agreement, no Section 11(a)(ii) Event shall be deemed to have occurred by reason of (i) the execution and delivery or amendment of the Merger Agreement, (ii) the merger of Merger Sub with and into the Company, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”

H. Section 13(a) of the Rights Agreement is hereby amended by adding the following sentence to the end of that Section:

“Notwithstanding anything else set forth in this Agreement, no Section 13 Event shall be deemed to have occurred by reason of (i) the execution and delivery or amendment of the Merger Agreement, (ii) the merger of Merger Sub with and into the Company, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”

III. MISCELLANEOUS

A. Ratification of Rights Agreement.

The Rights Agreement, as amended by this Amendment, is in all respects ratified and confirmed, and this Amendment shall be deemed part of the Rights Agreement in the manner and to the extent herein and therein provided and every holder of Rights Certificates (and prior to the Distribution Date, shares of Common Stock of the Company) shall be bound hereby.

B. Governing Law.

This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts to be made and performed entirely within such state, without regard to the choice-of-law or conflict-of-laws principles of any jurisdiction.

C. Severability.

In case any one or more of the provisions in this Amendment shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

D. Counterparts.

This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

E. Effectiveness.

This Amendment shall be binding when executed by the Company and the Rights Agent and the amendments to the Rights Agreement contained herein shall be deemed effective as of February 5, 2003.

F. Rights Agent Not Responsible for Recitals.

The recitals herein contained are made by the Company and not by the Rights Agent, and the Rights Agent assumes no responsibility for the correctness thereof. The Rights Agent makes no representation as to the validity or sufficiency of this Amendment.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Rights Agreement to be duly executed, all as of the date first written above.


NETSOLVE, INCORPORATED

By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		Vice President- Finance and CFO

AMERICAN STOCK TRANSFER & TRUST CO., as Rights Agent

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Vice President

NETSOLVE, INCORPORATED FIRST AMENDMENT TO RIGHTS AGREEMENT

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