<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.




                                  CONFIDENTIAL
                                  ------------

                              DEFINITIVE AGREEMENT
                              --------------------
                                       for

                          JOINT MARKETING AND SERVICES
                          ----------------------------


                                     BETWEEN




                              GLOBAL CROSSING LTD.

                                       AND

                              STORAGENETWORKS, Inc.




                   FOR DATA STORAGE AND PROFESSIONAL SERVICES


                                October 29, 1999

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<PAGE>

     AGREEMENT BY AND BETWEEN
     GLOBAL CROSSING AND STORAGENETWORKS


<TABLE>
<CAPTION>
INDEX
-----------------------------------------------------------------------------------------------------
<S>                                                                                                                    <C>
     SCOPE OF AGREEMENT.................................................................................................4


     TERM...............................................................................................................4


     UNDERTAKINGS.......................................................................................................5


     SUBCONTRACTING.....................................................................................................5


     IMPLEMENTATION PLAN................................................................................................5


     PROGRAM RESPONSIBILITIES...........................................................................................6


     PROGRAM MANAGEMENT.................................................................................................7


     CHARGES, PAYMENT AND INVOICING.....................................................................................8


     CONFIDENTIALITY....................................................................................................9


     EXCLUSIVITY.......................................................................................................10


     TERMINATION.......................................................................................................10


     SERVICE LEVEL AGREEMENT...........................................................................................10


     OWNERSHIP OF INTELLECTUAL PROPERTY................................................................................11


     WARRANTIES........................................................................................................11


     LIABILITY.........................................................................................................11


     DISPUTE RESOLUTION................................................................................................11


     INDEMNIFICATION...................................................................................................11


     GENERAL...........................................................................................................12


     Exhibit A...................DESCRIPTION OF THE SERVICES...........................................................15


     Exhibit B...................IMPLEMENTATION PLAN...................................................................20


     Exhibit C...................CO-LOCATION AGREEMENT (Service Order).................................................21


     Exhibit  D..................Key Business and Performance Objectives...............................................23


     Exhibit E...................LETTER OF INTENT (LOI)................................................................24

</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                                                                   <C>
     Exhibit F...................STORAGENETWORKS FACILITIES REQUIREMENTS...............................................27


     EXHIBIT G...................SERVICE LEVEL AGREEMENT...............................................................31


     Exhibit I...................MUTUAL INDUCEMENTS....................................................................39


     Exhibit J...................PROJECT TEAM ROSTER...................................................................53


     Exhibit K...................Marketing Engagement Plan.............................................................55


     Exhibit L...................Rules of Sales Engagement.............................................................56
</TABLE>

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     This JOINT MARKETING AND SERVICES AGREEMENT (the "Agreement") is entered
     into as of the 29th day of October, 1999 (the "Effective Date") by and
     between StorageNetworks, Inc. ("StorageNetworks"), a Delaware corporation
     with offices at 100 Fifth Avenue, Waltham, Massachusetts, and Global
     Crossing Ltd., ("Global Crossing"), a Delaware corporation with offices at
     141 Caspian Court, Sunnyvale, California (each a "Party" or "Parties").


     WHEREAS, the Parties desire to establish a cooperative program (the
     "Program") to develop, market, provide, and support Global Crossing Storage
     Services powered by StorageNetworks and StorageNetworks Professional
     Services (the "Services") to current and prospective customers ("Customers"
     and each a "Customer") through StorageNetworks Storage Points of Presence
     ("S-POPs") located in Global Crossing Media Distribution Centers (the
     "MDCs").


     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
     and conditions set forth below, the Parties agree as follows:


     SCOPE OF AGREEMENT


     The scope of this Agreement shall be for the design, installation and
     management of enterprise storage services located in the Global Crossing
     Media Distribution Centers (MDC's) and the performance of professional
     services. The specific deliverables are further defined and attached to and
     form part of this Agreement as Exhibit A, and are hereinafter referred to
     as the "Services".


     Additional services may be appended to this Agreement with the mutual
     consent of both parties. Specific deliverables of any future services will
     be defined in a Statement of Work and attached as Appendices. Any such
     Appendices will be subject to all terms and conditions of this Agreement.


     TERM


     The term of this Agreement shall commence on the Effective Date and shall
     continue until October 29, 2002 (the "Initial Term").


     Each Party has the right to extend the Agreement for an additional 24 month
     term, following the conclusion of the Initial Term provided such Party
     exercises this option ninety (90) days prior to the expiration date of the
     Initial Term by giving written notice to the other Party, and provided that
     the other Party does not decline the extension.

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1    UNDERTAKINGS

1.1.     STORAGENETWORKS UNDERTAKINGS

1.1.1.         StorageNetworks shall provide professional services to Customers
               and high-availability enterprise data storage services to
               Customers at agreed upon Global Crossing MDCs and within 30 fiber
               kilometers (or such greater distance as current technology
               permits) of such Global Crossing MDCs and StorageNetworks
               S-POP's. S-POP facility requirements are further defined in
               Exhibit F.

1.1.2.         StorageNetworks shall develop, co-market, deliver and support the
               Services as more fully described in Exhibit A (the
               "StorageNetworks Services") and in accordance with the
               Implementation Plan illustrated in Exhibit B.

1.2.           GLOBAL CROSSING UNDERTAKINGS

1.2.1.         Global Crossing shall provide space, power and connectivity to
               meet the S-POP requirements set forth in Exhibit F for the
               Services and shall work with StorageNetworks to develop,
               co-market, deliver and support the Services as more fully
               described in Exhibit A (the "Global Crossing Services") and in
               accordance with the Implementation Plan illustrated in Exhibit B.

1.2.2.         Global Crossing shall maintain services to the S-POPs located at
               the MDCs at the levels specified in the master service agreement
               attached hereto as Exhibit H.

1.2.3.         Global Crossing shall provide StorageNetworks with the ability to
               obtain additional space within MDCs as determined by the business
               needs of StorageNetworks to support this agreement.

1.2.4.         In addition to all current MDC locations, Global Crossing shall
               allow StorageNetworks to deliver the Services at all future MDC
               locations as defined in section 10.2. A list of all current and
               planned MDCs is attached hereto as Exhibit H.

2.       SUBCONTRACTING

2.1.      Where the nature of the Services so requires, either Party may retain
          such employees, agents or subcontractors on its own behalf and to its
          own account as such Party in its discretion deems necessary to perform
          the said Services.

2.2.      Where a Party retains persons to perform Services for the other Party
          such persons shall at all material times be considered employees,
          agents or subcontractors of the retaining Party, and not the other
          Party. All obligations owed to such persons incidental to an employer
          / employee relationship shall be the sole responsibility of the
          retaining Party.

3.       IMPLEMENTATION PLAN

3.1.      The Parties shall establish and implement the Program in accordance
          with the Implementation Plan, attached hereto as Exhibit B (the
          "Implementation Plan").

3.2.      Without limiting the foregoing, the Parties agree that, within sixty
          (60) days of the Effective Date, StorageNetworks will deploy requisite
          personnel and network resources and locate appropriate storage
          hardware to commence delivering the data storage Services at existing
          Global Crossing's MDCs located in Sunnyvale, CA, New York, NY, and
          Herndon, VA. The Parties further specifically agree that
          StorageNetworks shall deploy personnel, resources and hardware at
          additional MDCs if and only if sufficient pre-orders exist for data
          storage

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          services from such MDCs to justify such deployment and if
          StorageNetworks and Global Crossing determines that historical sales
          performance at existing S-POPs located in MDCs justifies such
          deployment.

4.       PROGRAM RESPONSIBILITIES

4.1.     GLOBAL CROSSING RESPONSIBILITIES.

   4.1.1. Global Crossing shall have responsibility to perform the following
          activities in connection with the Program, at its own and sole
          expense:

     o    Global Crossing shall provide suite-like facilities in a secure, caged
          environment for StorageNetworks S-POPs according to the schedule
          defined in Exhibit B, the Global Center Master Service Agreement in
          Exhibit H and as may be agreed to in the future by both parties.

     o    Global Crossing shall promote, market and support the Services to
          Customers that are or may be hosted at MDCs.

     o    Global Crossing shall integrate the Services into Global Crossing's
          existing sales distribution channels and include the Services in its
          catalogues and list the Services in its price lists.

     o    Global Crossing shall integrate the Services into Global Crossing's
          marketing and sales support programs, including trade show involvement
          and support. Details appear in Exhibit K.

     o    Global Crossing shall provide a Program Director to perform the
          following functions:

          1.   Serve as marketing/sales liaison between the StorageNetworks' and
               Global Crossing's sales forces.

          2.   Develop Global Crossing sales programs to target new prospects
               and key accounts.

          3.   Support the preparation of Services proposals.

          4.   Plan and conduct Customer visits.

          5.   Coordinate customer engagements and contracts

          6.   Address operational issues concerning the Services

     o    Global Crossing shall jointly establish with StorageNetworks specific
          sales incentives for release of the Services to Global Crossing sales
          channels.

     o    Global Crossing shall use the Services for internal usage (e.g.
          information technology and applications) and internally developed or
          outsourced products if deemed suitable in terms of function and price.

     o    Global Crossing will plan and coordinate with StorageNetworks sales,
          marketing and related activities and inducements of the type detailed
          on Exhibit I.

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4.2.     STORAGENETWORKS RESPONSIBILITIES

   4.2.1. StorageNetworks shall have responsibility to perform the following
          activities in connection with the Program, at its own and sole
          expense:

     o    StorageNetworks shall provide all hardware, software, network
          equipment and personnel required to deliver the Services.

     o    StorageNetworks is responsible to orient appropriate Global Crossing
          Operations, Sales, Professional Services and Product Management staff
          on the Services prior to release of said Services. StorageNetworks
          will orient additional Global Crossing personnel as appropriate.
          Additionally, StorageNetworks is responsible to ensure that
          StorageNetworks support personnel are adequately trained as required
          to provide support to Global Crossing Customers with respect to the
          data storage Services.

     o    StorageNetworks shall promote and market the Services to
          StorageNetworks customers in and around locations with MDCs.

     o    StorageNetworks shall provide a Program Director to perform the
          following functions:

          1.   Serve as marketing/sales liaison between the StorageNetworks and
               Global Crossing sales forces.

          2.   Develop StorageNetworks sales programs to target new prospects
               and key accounts.

          3.   Support the preparation of proposals.

          4.   Plan and conduct Customer visits.

          5.   Address operational, customer, engagement and related matters.


5.       PROGRAM MANAGEMENT

5.1.      Management Personnel and Meetings. Each Party shall designate one (1)
          employee to serve as that Party's executive representative for the
          Program (each, an "Executive Representative"). The Executive
          Representatives will oversee and direct the activities of the Program.
          The Executive Representatives shall meet as frequently as necessary,
          but in no event less than 4 times per year.

          Each Party shall designate one or more program director(s) (each, a
          "Program Director") to manage that Party's day-to-day sales and
          operational activities in accordance with this Agreement and direction
          from the Executive Representatives. The Program Directors shall meet
          as frequently as necessary, but in no event less than 4 times per
          year. If the Program Directors cannot resolve an issue, they shall
          submit such issue to the Executive Representatives for resolution.

          Each Party shall provide the other Party written notice of a change in
          a designated Executive Representative or Program Director and identify
          an appropriate replacement, in writing as soon as practicable
          thereafter.


          Each party agrees to conduct a joint annual review of the agreement
          inclusive of operations, costs, prices and historical performance.

5.2.      Key Business Objectives. The Parties shall evaluate performance of the
          Program in accordance with the key business and performance objectives
          (the "Objectives") attached hereto as Exhibit D. The Objectives
          address

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          targets for implementation schedule, revenue and sales incentives. The
          Executive Representatives shall review and modify the Objectives on an
          annual basis.

5.3.      Customer Engagement. The Parties shall jointly coordinate all manner
          of customer documentation and management as it pertains to the
          customer account. Specifically, the Parties will determine what
          documents customers sign for storage services, who the contracting
          parties are, and who has authority to modify standard documentation.

5.4.      Upon execution of this Agreement, Global Crossing and StorageNetworks
          both agree to promptly and mutually engage the respective sales forces
          for education concerning the services and exchange of current or
          prospective customer account information as it pertains to the
          development of the services.

5.5.      Marketing/Advertising and Promotional Material. The parties shall
          jointly design and develop all marketing materials to be used in
          connection with the Services (the "Marketing Materials"). All press
          releases, advertising and promotional material relating to the Program
          shall be approved in advance by each Party. The Parties shall
          designate marketing representatives to coordinate all advertising and
          promotional material relating to the Program. Each party shall be
          responsible for its own internal time and expenses utilized to develop
          the Marketing Materials. The costs of developing, preparing,
          conducting, delivering and/or distributing all joint marketing
          activities and collateral shall be borne equally by the Parties.

5.6.      Project Teams. Each party shall select a project team to guide the
          implementation and release of the Services. A roster for such teams
          and the team members responsibilities is attached as Exhibit J.

5.7.      Responsibility for Personnel. Each Party shall have responsibility for
          all acts and omissions of their respective personnel with respect to
          the performance of this Agreement.

5.8.      Personnel Related Benefits and Taxes. Neither party shall have any
          obligation for any employee-related benefits applicable to the other
          Party's personnel performing services pursuant to this Agreement. Each
          party shall their employee's portion of FICA and for withholding
          income for federal and state income tax purposes to the extent
          required by law.

6.       CHARGES, PAYMENT AND INVOICING

6.1.      Global Crossing shall pay StorageNetworks for the Services performed
          in accordance with the schedule of charges for the Services described
          in Exhibit A, and for any additional Services that may be added to by
          the Parties.

6.2.      StorageNetworks will issue an itemized invoice at the end of each
          month for Services that are utilized out of the S-POP's located in the
          Media Distribution Centers during said month.

6.3.      Global Crossing will not be liable for any expenses or costs incurred
          by StorageNetworks other than the charges for Services described in
          Exhibit A, unless prior approval is obtained by StorageNetworks from
          Global Crossing in writing.

6.4.      Each invoice submitted by StorageNetworks to Global Crossing shall
          itemize the Services provided, and details of any approved expenses or
          costs, and will be payable in United States dollars.

6.5.      Global Crossing shall issue payment by check, wire transfer, or as
          otherwise agreed no later than thirty (30) days following receipt of
          an invoice, except for those items in such invoice disputed in good
          faith.

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7.       CONFIDENTIALITY

7.1.      The Parties acknowledge, understand and agree that the performance of
          this Agreement may require the disclosure to the other of, or each may
          come to know, trade secrets, proprietary and confidential information
          and know-how of the other relating to aspects of their products,
          businesses, competitive activities or relationships, and that their
          respective businesses and competitive positions require that said
          trade secrets and all such proprietary and confidential information
          and know-how continue to remain secret and confidential. Global
          Crossing and StorageNetworks each represents and warrants to the other
          that it shall not use or gain any competitive advantage from said
          secrets and information of the other party to the detriment of such
          party.


          Each party ("Recipient") shall keep confidential all secret,
          confidential or proprietary information, knowledge or data of the
          other that is submitted to it in writing marked confidential, or
          conveyed orally to the other with the understanding that it is
          proprietary, secret or otherwise confidential. This obligation of
          confidence shall not apply to (a) any such information that is
          currently or subsequently becomes part of the public domain, unless
          wrongfully placed in the pubic domain by the Recipient, (b)
          information which is rightfully obtained from any third party who is
          not then bound by an obligation to maintain such information in
          confidence or is developed independently by Recipient (as evidenced by
          contemporaneous written records maintained in the ordinary course of
          business), or (c) information which was known to Recipient prior to
          its disclosure pursuant to or in anticipation of this Agreement (as
          evidenced by contemporaneous written records maintained in the
          ordinary course of business) provided that the source of such
          information was not bound by any obligation to maintain such
          information in confidence.


          The Recipient shall not be prohibited from releasing such information
          when such disclosure is required by law, regulation or pursuant to
          legal process or is incidental to the performance of the Recipient's
          obligations hereunder; provided, however, that the Recipient, upon
          receipt of a subpoena or other such similar order or legal process,
          shall promptly give written notice to the disclosing party to enable
          the disclosing party to seek a protective order or other such
          appropriate relief.


          Neither Global Crossing nor StorageNetworks will use each other's
          trademarks, service marks or other proprietary information without the
          prior written consent of the other party. In addition to the
          foregoing, the terms and conditions of this Agreement shall be deemed
          confidential information; provided, however, the fact of the existence
          of this Agreement may be disclosed in accordance with the
          aforementioned circumstances.

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8.       EXCLUSIVITY

8.1.      This Agreement shall in no way restrict either Party's ability to
          market or provide its services or products to any end-user of such
          services or in conjunction with any third party or parties.

8.2.      StorageNetworks agrees that, during the term of this Agreement, if it
          determines to locate an S-POP in any metropolitan area in which (i)
          StorageNetworks does not currently have an S-POP and (ii) Global
          Crossing has an operational or planned facility capable of supporting
          an S-POP in accordance with the requirements set forth in Exhibit F,
          StorageNetworks will provide Global Crossing a right of first refusal
          to host such new S-POP, exercisable within ten (10) days of
          StorageNetworks' notice to Global Crossing of its intention to locate
          such S-POP. This right of first refusal shall apply only to the first
          S-POP StorageNetworks determines to locate in such metropolitan area
          and shall not apply if (a) a customer or customers who are or have
          already committed to another provider's facilities and then choose to
          seek services from StorageNetworks or (b) Global Crossing is not able
          to meet StorageNetworks timeline or other specifications for such
          S-POP.

8.3.      During the term of this Agreement, Global Crossing agrees not to
          develop in-house Services that compete with the Services.

9.        TERMINATION

9.1.      Termination for Failure to Achieve Objectives. Either Party may
          terminate this Agreement upon ninety (90) day written notice if the
          Objectives have not been achieved on a timely basis. Any such notice
          shall specify in detail the Objectives that the terminating Party
          believes have not been achieved.

9.2.      Termination for Cause. Either Party may terminate this Agreement upon
          thirty (30) days prior written notice if the other Party breaches any
          material provision of this Agreement and fails to cure such breach
          within the thirty (30) day notice period. In the event of a
          termination pursuant to this Section, the Parties will attempt to
          negotiate in good faith an appropriate transition for any joint sales,
          marketing or operations activities in progress.

9.3.      Effect of Termination or Expiration. The termination or expiration of
          this Agreement shall terminate the obligations of the Parties to
          perform any joint marketing activities hereunder but no such
          termination shall have any effect on any existing agreements with
          Customers for Services, which will continue in full force and effect
          until terminated as per the terms of the individual Customer
          agreements.

9.4.      Post-Termination Relationship. Should this agreement be terminated or
          expire, the Parties will enter into a Master Service Agreement, in the
          form of Exhibit H hereto, for any then presently occupied MDC-based
          S-POP that StorageNetworks elects to continue occupying following such
          termination of expiration. In such event, StorageNetworks will become
          a customer per the Service Order attached hereto as Exhibit C at such
          locations.

10.       SERVICE LEVEL AGREEMENT

10.1.      The data storage services described in exhibit A will be provided at
           service levels defined in the Service Level Agreement in Exhibit G.
           Upon mutual agreement by both parties, changes can be made to the
           Service Level Agreement to meet service and customer requirements.

10.2.      Global Crossing will pass service levels onto Customers that are
           equal to or lower than the service level set forth in the mutually
           defined Service Level Agreement.

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11.       OWNERSHIP OF INTELLECTUAL PROPERTY

11.1.     Branding. Services shall be co-branded as determined by the Parties
          under the direction and continuity of the Project Team marketing
          representatives. Said Services, although branded under the Global
          Crossing naming conventions, will be marketed as being provided by and
          through StorageNetworks. Both companies' logos shall appear on all
          marketing or promotional materials utilized in reference to Disk on
          Demand services (e.g. websites, hardcopy data sheets, brochures).

11.2.     Trade/Service Marks. Trade and Service Marks associated with Global
          Crossing's promotion of the Service will, to the extent possible, be
          jointly owned by the Parties.

11.3.     Intellectual Property Ownership. Software and other intellectual
          property developed by StorageNetworks at the request of Global
          Crossing or in the course of performing Services, shall remain the
          property of StorageNetworks. Software and other intellectual property
          developed by Global Crossing in the course of supporting the Services,
          shall remain the property of Global Crossing.

12.       WARRANTIES

12.1.     Each Party represents and warrants it has full power and authority to
          enter into and perform this Agreement, and that the person signing
          this Agreement on its behalf has been properly authorized to enter
          this Agreement.

13.       LIABILITY

13.1.     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
          INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN
          ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY EVEN IF THE PARTY HAS
          BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.       DISPUTE RESOLUTION

14.1.     Neither Party may bring a dispute arising in connection with this
          Agreement before any judicial or quasi-judicial entity unless and
          until the aggrieved Party notifies the other Party of the claim and
          attempts to resolve the dispute by causing the Executive
          Representatives to meet within thirty (30) days following notice of a
          controversy or claim to attempt to resolve the dispute in good faith.
          Prior to such meeting, the Parties shall investigate the circumstances
          of the dispute.

14.2.     If the Party's Executive Representatives cannot resolve the dispute at
          this meeting, or the non-aggrieved Party refuses to cooperate, the
          aggrieved Party may then pursue any and all available remedies. In the
          event that the non-aggrieved Party has refused to cooperate in the
          dispute resolution meeting and the aggrieved Party ultimately prevails
          at trial or in another agreed to form of alternate dispute resolution,
          the aggrieved Party may recover its reasonable attorney's fees.

15.       INDEMNIFICATION

15.1.     Global Crossing Indemnity. Global Crossing shall indemnify and hold
          -------------------------
          StorageNetworks, its parent, subsidiaries and affiliates, if any, and
          the respective employees and agents of any of them, harmless from and
          against any and all claims, liabilities, losses, damages and causes of
          action relating to bodily injury, death, or property damage directly
          caused by the intentional or negligent acts or omissions of Global
          Crossing in the performance or

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          nonperformance by Global Crossing of this Agreement; provided,
          however, that Global Crossing shall not be responsible for injury
          attributable to the acts or omissions of StorageNetworks, its parent,
          subsidiaries and affiliates, if any, or the respective agents and
          employees of any of them.

15.2.     StorageNetworks Indemnity. StorageNetworks shall indemnify and hold
          -------------------------
          Global Crossing, its parent, subsidiaries and affiliates, and the
          respective employees and agents of any of them harmless from and
          against any and all claims, liabilities, losses, damages, and causes
          of action relating to bodily injury, death, or property damage
          directly caused by the intentional or negligent acts or omissions of
          StorageNetworks in the performance or nonperformance by
          StorageNetworks of this Agreement; provided, however, that
          StorageNetworks shall not be responsible for injury attributable to
          the acts or omissions of Global Crossing, its parent, subsidiaries and
          affiliates, or the respective agents and employees of any of them.

16.       GENERAL

16.1.     Independent Contractor. Nothing contained in this Agreement shall be
          deemed or construed as creating a joint venture or partnership between
          Global Crossing and StorageNetworks. Neither Party is authorized as an
          agent, employee or legal representative of the other Party. Except as
          specifically set forth herein, neither Party shall have power to
          control the activities and operations of the other and their status
          is, and at all times will continue to be, that of independent
          contractors. Neither Party shall have any power or authority to bind
          or commit the other.

16.2.     Headings. Headings used in this Agreement are for reference only and
          --------
          shall not be deemed a part of this Agreement.

16.3.     Applicable Law. This Agreement shall be interpreted, construed and
          --------------
          governed by the internal laws of the State of New York, without regard
          to its conflicts of law provisions.

16.4.     Assignment. This Agreement and the rights and obligations may not be
          ----------
          assumed, assigned and/or delegated without the prior written consent
          of the other Party other than to a corporation controlled by,
          controlling or under common control with the assigning Party.

16.5.     Notices. All notices, requests, demands, or communications required or
          permitted hereunder shall be in writing, delivered personally or by
          telex, telegram, or certified, registered, or express mail at the
          respective addresses set forth above (or at such other addresses as
          shall be given in writing by either Party to the other). All notices,
          requests, demands or communications shall be deemed effective upon
          personal delivery on the calendar day following the date of the telex,
          telegram, or when received if sent by registered, certified, or
          express mail.

16.6.     Entire Understanding. This Agreement shall become binding when signed
          --------------------
          by both Parties. This Agreement constitutes the entire understanding
          of the Parties hereto, and supersedes all prior or contemporaneous
          written and oral agreements, regarding the subject matter hereof,
          including specifically and without limitation the Letter of Intent
          dated as of August 12, 1999, a copy of which is attached hereto as
          Exhibit E. Notwithstanding the foregoing, nothing herein shall affect
          any nondisclosure agreement between the Parties entered into prior to
          the Effective Date. This Agreement may not be modified or amended
          except in writing signed by both Parties. No third party shall have
          any interest herein or be deemed a third Party beneficiary of this
          Agreement.

16.7.     Excusable Delay. If the performance of this Agreement, or of any
          ---------------
          obligation hereunder, is prevented, restricted or interfered with by
          reason of (i) acts of God; (ii) wars, revolution, civil commotion,
          acts of public enemies, blockage or embargo; (iii) acts of any
          Government in its sovereign capacity; (iv) labor difficulties,
          including, without limitation, strikes, slowdown, picketing or
          boycotts; or (v) any other circumstances beyond the reasonable control
          and without the fault or negligence of the Party affected, the Party
          affected, upon giving prompt notice to the other Party, shall be
          excused from such performance on a day-to-day basis.

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          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

16.8.     Survival. The obligations of the parties under this Agreement, which
          --------
          by their nature would continue beyond termination, cancellation, or
          expiration of this Agreement shall in all cases survive the
          termination, cancellation or expiration of this Agreement.

16.9.     Waiver. The failure of either Party to insist on the strict
          ------
          performance of any terms, covenants and conditions of this Agreement
          at any time, or in any one or more instances, or its failure to take
          advantage of any of its rights hereunder, or any course of conduct or
          dealing shall not be construed as a waiver or relinquishment of any
          such rights or conditions at any future time and shall in no way
          effect the continuance in full force and effect of all the provisions
          of this Agreement.



STORAGENETWORKS, INC.                        GLOBAL CROSSING, LTD.





By: ________________________                 By: _______________________



Title: _______________________               Title: ____________________



Date: ______________________                 Date: _____________________

                                                                              13
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

EXHIBITS
--------------------------------------------------------------------------------


 Exhibit A:        Description of the Services


 Exhibit B:        Implementation Plan


 Exhibit C:        Co-Location (Service Order) Agreement


 Exhibit D:        Key Business and Performance Objectives


 Exhibit E:        Letter of Intent


 Exhibit F:        Facility Requirements


 Exhibit G:        StorageNetworks Service Level Agreement


 Exhibit H:        Global Crossing Master Service Agreement


 Exhibit I:        Mutual Inducements


 Exhibit J:        Project Teams


 Exhibit K:        Marketing Engagement Plan


 Exhibit L:        Sales Rules of Engagement

                                                                              14
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

Exhibit A         DESCRIPTION OF THE SERVICES
--------------------------------------------------------------------------------

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.





SERVICES OVERVIEW


         StorageNetworks will provide an enterprise disk on demand utility that
         will be deployed in Global Crossing Media Distribution Centers. Based
         on the disk on demand utility, StorageNetworks and Global Crossing will
         provide the following services in accordance with the Implementation
         Plan (Exhibit B).


Enterprise Storage Services


         The Enterprise Storage Service provides Global Crossing "hosting"
         customers with access to a centralized disk utility that is capable of
         supporting at least 1TB of data per customer. For this service Global
         Crossing will be responsible for providing fiber-channel access from
         the customer location(s) within the Media Distribution Center to
         internally dispersed switches that are deployed and managed by
         StorageNetworks. It is StorageNetworks responsibility to extend the
         access from the switch to a centralized Storage Services utility.


         In instances where fiber connectivity is utilized to link one or more
         MDCs for purposes of delivering the Services, Global Crossing will be
         responsible for procurement and deployment of such fiber connectivity
         to switches that are deployed and managed by StorageNetworks. It is
         StorageNetworks responsibility to extend Global Crossing's provided
         fiber connectivity from the switch to a centralized Storage Services
         utility.


         For the initial release customer acquisition of disk space for the
         Enterprise Storage Services utility will be through a Global Crossing
         service upgrade and authorized by a signed Global Crossing Service
         Order.


         Global Crossing may dictate List Price and "actual" price for all
         services sold by Global Crossing sales channels. For these Services
         StorageNetworks will receive [**] for each raw gigabyte of storage used
         (based on mirrored configuration equating to [**] for each useable
         gigabyte). All payments will be made based on a monthly (itemized)
         invoice.


         Global Crossing may charge an installation fee necessary to cover the
         costs associated with setup and installation of service.


         StorageNetworks will not use the system or subsystems for customers
         other than those of Global Crossing without express permission from
         both parties.


         Global Crossing will partner operationally and financially with
         StorageNetworks in the deployment of the StorageNetworks StoragePortsm
         connectivity program for the pre-wiring of hosting cages in all MDCs
         where the Services are to be offered.


         Both parties agree to pursue the DO NOT DELETE ANYTHING IN THIS
         PARAGRAPH [**] program of [**] in all MDCs where the services are to be
         offered. The physical devices for the [**] program shall prominently
         display the services branding (e.g. Disk on Demand via StorageNetwork
         StoragePortTM)and/or corporate logos of the parties.

                                                                              15
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

                                   [GRAPHIC]

Diagram of Enterprise Storage Services

     The Disk on Demand Service, designed, deployed and maintained by
     StorageNetworks, will be constructed in a modularized design to ensure full
     scalability. The design illustrated below is the minimum deployment based
     on anticipated Service usage and growth. StorageNetworks is responsible for
     the stability of the Service and is expected to make any technological and
     architectural changes required.

                                                                              16
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

     Figure 1. Diagram of the Enterprise Storage Service


                         End to End Client Connectivity
                         ------------------------------

                                   [GRAPHIC]

                                                                              17
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>


Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.


     Professional Services for the Enterprise Storage Services Architecture


     Professional Service fees will be charged on a usage basis and as such will
     not be presented as a pre-packaged service offering. Instead
     StorageNetworks will provide Professional Services to all Global Crossing
     customers on an "as needed" basis at the following price.


SNI Professional Services


         Price: [**] per hour, or such other amount as StorageNetworks may
         determine


         For the Professional Services incurred by StorageNetworks for Global
         Crossing customers, StorageNetworks will invoice Global Crossing
         directly at the above mentioned price. StorageNetworks can change price
         as required provided that Global Crossing is notified in writing of any
         change in "List Price" for Professional Services. Global Crossing will
         invoice the customer [**] per hour for said services.


         In addition there will be a set "Storage Assessment" package that will
         be sold as part of the overall Service offerings. The Storage
         Assessment package incurs the following action items;


                  1. Storage Assessment


                          Usage requirements


                          Environment survey


                          Service Level requirements


                  2. Storage Design


                          Capacity Planning


                          Primary storage design


                          Continuity plan design


                          Backup/Restore design

                                                                              18
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

                          Disaster Recovery design


                  3. Storage Implementation


                  Detailed Professional Services offerings for the Services will
                  be jointly determined and marketed by the Parties and added as
                  an addendum to the Agreement within a reasonable time period
                  signing of the Agreement and prior to release of the Services.

                                                                              19
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

Exhibit B         IMPLEMENTATION PLAN
--------------------------------------------------------------------------------


     The Implementation Plan is a timeline for the installation and release of
     the Services defined in Exhibit A.


     Location; The physical location in which StorageNetworks will install the
     StorageNetworks equipment required to introduce and support the data
     storage Services described in Exhibit A. Storage Networks agrees to provide
     service to all Global Crossing MDC facilities within the metro region where
     the Service is installed.


     Date Installed; The date by which equipment (defined in Service Diagrams,
     figure. 1 and 2) will be placed into the Location.


     Release Date; The date by which the Services described in Exhibit A will be
     able to be sold, installed, supported and billed.


     Should the actual release date be more then 45 days after the release date
     stated below a Written Report must be provided by both parties detailing
     the cause of the delay. Based on this report, should either party be found
     derelict in its responsibilities, the other Party may terminate this
     Agreement upon thirty (30) days written notice.

<TABLE>
<CAPTION>
         ---------------------------------------- -------------------------------------- --------------------------------------

              Location                                 Date Installed                         Release Date
         ---------------------------------------- -------------------------------------- --------------------------------------
<S>                                                 <C>                                    <C>
           Global Crossing                          Jan 15, 2000                           February 1, 2000
           Media Distribution Centers

           111 8th Avenue

           New York, NY 10012
         ---------------------------------------- -------------------------------------- --------------------------------------

           Global Crossing                          Nov 31, 1999                           December 15, 1999
           Media Distribution Center

           380 Herndon Parkway

           Herndon, VA 20170
         ---------------------------------------- -------------------------------------- --------------------------------------

           Global Crossing                          Nov 31, 1999                           December 15, 1999

           Media Distribution Centers

           1215 Borregas

           Sunnyvale, CA 94089
         ---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

     StorageNetworks agrees to install StorageNetworks equipment in the
     following geographies, as Global Crossing Media Distribution Centers become
     available, if and only if sufficient pre-orders exist for data storage
     Services from such MDCs to justify such installation or if StorageNetworks
     determines that historical sales performance at existing S-POPS located in
     MDCs justify such installation:

o    Los Angeles, California         o   Seattle, Washington
o    Chicago, Illinois               o   London, England
o    Boston, Massachusetts           o   Melbourne, Australia
o    Austin or Dallas, Texas

     Additions or changes in locations can be made. Global Crossing agrees to
     give StorageNetworks no less then ninety (90) days notice prior to these
     Media Distribution Centers coming available.

                                                                              20
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

Exhibit C         CO-LOCATION AGREEMENT (Service Order)
--------------------------------------------------------------------------------

  Confidential Materials omitted and filed separately with the Securities and
                              Exchange Commission.
                           Asterisks denote omissions.


     Should either party terminate this contract for any reason StorageNetworks
     will be billed for Global Crossing services at locations StorageNetworks
     elects to continue to occupy according to the following Service Order.
     Should this happen, the nature of relationship by and between Global
     Crossing will change; StorageNetworks will become a "standard customer" of
     Global Crossing. As such StorageNetworks will be entitled to the "standard"
     Global Crossing Master Service Agreement.

[LOGO] FRONIER           Service Order #50        Service Order Term: 18 Months
       GLOBALCENTER      MSA # 2.5                Service Order Date: TBD


<TABLE>
<CAPTION>
     One Time Installation Fees:

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

     Item #         Description                                                                Qty.         Unit            Total
                                                                                                            Price
-------------- -------------------------------------------------------------------------- ------------ --------------- -----------
<S>  <C>                                                                                       <C>          <C>            <C>
     1              Installation (S-POP, Media Distribution                                    3            [**]            [**]
                    Center)                             Issued on a per installation
                    basis.

     2              Professional Service (Installation at                                      30           [**]            [**]
                    [**]/hour)
                    Issued on a per installation basis.
-------------- -------------------------------------------------------------------------- ------------ --------------- -----------
16.10.   One Time Total
                                                                                                                            [**]

     Monthly Recurring Fees:
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------

     Item #         Description                                                                  Qty.       Unit           Total
                                                                                                            Price
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------

     1               Monthly rentals of secure space in a Media Distribution Center              3         [**]            [**]
                    (MDC). Unit price per MDC based on a 1,200 square foot area. (caged).
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------

     2              Monthly fee for additional power requirements.  Unit price per MDC           3          [**]           [**]
                    based on a maximum consumption of 135 kVA.
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------

     3              Operations/Professional Service support.  This is the time spent             3          [**]           [**]
                    installing/maintaining the fiber-channel storage architecture. Unit
                    price per MDC based on a maximum of [**] hours per month ([**]/hour).
                                                                                  =
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------
16.11.   Monthly Recurring Fee                                                                                             [**]
--------------------------------------------------------------------------------------------------------------------- ------------

</TABLE>

                                                                              21
[GRAPHIC] This information (data) contained in this Agreement constitutes a
          trade secret and/or information that is commercial or financial and
          confidential or privileged.
<PAGE>

     TERMS and CONDITIONS:


     Monthly recurring charges for space, power and professional services
     commence 30 days from the execution of this Service Order.


     Cartage fees and off-hours elevator service fees charged by building
     management at 111 8th Avenue, NYC for client moves, trash and packing
     material disposal will be the responsibility of the client.

                                                                              22
<PAGE>

Exhibit D         Key Business and Performance Objectives
--------------------------------------------------------------------------------


      Confidential Materials omitted and filed separately with the
      Securities and Exchange Commission. Asterisks denote omissions.



August 1999

  Sign LOI
  Create Definitive Agreement
  Design "standard" Architecture

September 1999

  Select Project Teams

October 1999

  Sign Definitive Agreement

November 1999

  Deploy Services in Herndon MDC Deploy Services in Sunnyvale MDC Press Release
  on Services Assign directors from each Party Begin joint marketing activities
  Target Global deployment sites

December 1999

  Launch the Initial Service(s) Plan for additional services (SafePACS) Train
  Sales Identify further reference accounts

Quarter 1, 2000

  Deploy Services in New York MDC
  Minimum Revenue Goal:[**]
  Launch additional services (SafePACS)
  Release joint marketing collateral
  Execute on global deployment schedule

Quarter 2, 2000

  Minimum Revenue Goal: [**]
  Launch NFS Services in Targeted Markets
  Conduct annual alliance review, Q1

Quarter 3 2000

  Minimum Revenue Goal:[**]

Quarter 4, 2000

  Minimum Revenue Goal:[**]


 Year 2, 2001

  Minimum Revenue Goal: [**]
  Conduct annual alliance review, Q1

Year 3, 2001

  Discuss extension of Definitive Agreement
  Minimum Revenue Goal:[**]
  Conduct annual alliance review, Q1
<PAGE>

Exhibit E         LETTER OF INTENT (LOI)
--------------------------------------------------------------------------------


                        Letter of Intent ("LOI") between


                 Frontier GlobalCenter ("Frontier GlobalCenter")


                                       and


                    StorageNetworks, Inc. ("StorageNetworks")



     The Effective Date of this LOI will be August 12, 1999. (Signed and
     agreed).


     The objective of the relationship between Frontier GlobalCenter and
     StorageNetworks is to collaborate in the joint development and marketing of
     the Frontier GlobalCenter "Liquid Storage" Services powered by
     StorageNetworks. Through this relationship, Frontier GlobalCenter will be
     able to deliver these services to new and existing customers by October 30,
     1999.


     Both parties agree that this LOI is non-binding, and intend to negotiate
     and execute a Definitive Agreement that will be binding and will contain
     the complete understanding between both companies. The Definitive Agreement
     will be executed within 30 days of the Effective Date above or all terms of
     this LOI will be considered void, unless it is agreed mutually in writing
     to extend this period.


     Unless otherwise agreed to mutually, transfer of all information identified
     as "Advanced Technology" between the parties is considered confidential and
     subject to the existing non-disclosure agreement between both parties.


     Each party will exercise every effort to promote joint Frontier
     GlobalCenter/ StorageNetworks Enterprise Data Storage Services to the
     relevant customer base. However, the nature of this relationship shall
     remain non-exclusive, and each party may independently team with other
     providers to ensure that customer requirements are met.


     It is understood that Frontier GlobalCenter and StorageNetworks will
     utilize EMC hardware and software technologies to enable the Frontier
     GlobalCenter "Liquid Storage" Services powered by StorageNetworks.


     StorageNetworks will be responsible for the development, co-marketing,
     delivery and support of the "Liquid Storage" Services. Frontier
     GlobalCenter will be responsible for co-development, co-marketing and
     support of the services and for providing Data Center facilities.


     Within 60 days of execution of the Definitive Agreement, StorageNetworks
     agrees to deploy the requisite personnel and network resources and locate
     the appropriate storage hardware in Frontier GlobalCenter's Sunnyvale (444
     Toyama Avenue), Herndon (380 Herndon Parkway) and New York (111 8th Avenue)
     Data Centers, to commence delivery of Frontier GlobalCenter's "Liquid
     Storage" Services powered by StorageNetworks.
<PAGE>

     Both parties agree to pursue offering both Intra-Data Center and Inter-Data
     Center service offerings, to optimize leverage of the Frontier GlobalCenter
     infrastructure and the overall value proposition for Frontier GlobalCenter
     "Liquid Storage" Services powered by StorageNetworks. The initial services
     to be delivered include:

o    Intra-Data Center - Data on Demand "Liquid Storage" Services

o    Inter-Data Center - High-Availability "Liquid Storage" Services


     Frontier GlobalCenter agrees to achieve a minimum per site sales revenue
     target (to be specified in the Definitive Agreement) for "Liquid Storage"
     Services powered by StorageNetworks, based on annualized revenue streams
     per Frontier GlobalCenter Data Center.


     Frontier GlobalCenter agrees to evaluate Frontier GlobalCenter "Liquid
     Storage" Services powered by StorageNetworks for its own in-house IT
     storage infrastructure.


     Frontier GlobalCenter agrees to consider the Frontier GlobalCenter "Liquid
     Storage" Services powered by StorageNetworks as the preferred storage
     architecture supporting Frontier's application services.


     Frontier GlobalCenter agrees not to develop in-house Enterprise Data
     Storage Services to compete with the Frontier GlobalCenter "Liquid Storage"
     Services powered by StorageNetworks, during the term of the Definitive
     Agreement.


     Resources: Both parties agree to provide the required cross-functional
     resources to market, promote, and position these services. Specifically, a
     joint project team will be established by no later than August 23, 1999 and
     will be accountable for the marketing, operations and sales logistics
     associated with meeting the October 30, 1999 availability.


     Go to Market: Both parties agree to conduct a joint review within 14days of
     the Effective Date, to share and evaluate targeted Frontier GlobalCenter
     customer information, for the purpose of immediately commencing joint sales
     efforts. Details regarding further terms of engagement, training,
     productization and marketing will be enumerated and defined.


     Planning: A joint management team will be identified and responsible for
     execution of this LOI and the Definitive Agreement, as well as managing the
     schedule and all deliverables, until it is appropriate to assign
     operational responsibility to the joint project team.


     Messaging: Both parties jointly will construct appropriate messaging for
     all audiences to which this relationship will be addressed, including each
     sales force, customers, EMC, press, other collaboraters and the industry in
     general.


     Branding: Both parties agree to co-brand this offering.


     Sales Incentives: Both parties agree to consider specific compensation
     and/or acknowledgement for their respective sales forces as incentive to
     driving revenue from these services.


     Web Exposure: Both parties agree to consider featuring hot links from each
     other's website.
<PAGE>

     Future Directions: Both parties agree to establish a roadmap for future
     considerations in potential joint development for services, geographical
     expansion and expanding the scope of the Frontier GlobalCenter/
     StorageNetworks relationship.


     Co-location Agreement: Both parties agree to execute a Frontier
     GlobalCenter co-location agreement to be exercised in the event that a
     Definitive Agreement is not realized.


     Both parties agree to joint press announcements, upon execution of this
     LOI, addressing the nature of the relationship.





     StorageNetworks, Inc.                      Frontier GlobalCenter, Inc.


     /s/Jim O'Hara                              /s/Jason Schaffer
     -----------------------------              ----------------------------

     Jim O'Hara, V.P. Business Development      Jason Schaffer, Dir. of Product
     Management
<PAGE>

Exhibit F         STORAGENETWORKS FACILITIES REQUIREMENTS
--------------------------------------------------------------------------------


September 7, 1999     V1.1


Overview

     This specification details the physical infrastructure requirements for any
     StorageNetworks S-POP. Physical infrastructure includes all of the
     following: electrical; cooling; fire suppression; access; and any other
     activity required to support the customer. Global Crossing and
     StorageNetworks may agree to alter specific S-POP requirements to meet MDC
     availability and market demand. Such alterations need to be agreed and
     documented by both parties.


Physical Space


     StorageNetworks will be utilizing space within facilities designed and
     maintained by select co-location vendors. The preferred format for this
     space is a "Separate Room" facility, with independent air conditioning,
     fire protection and access control. While facilities with various abilities
     to meet our recommended specifications will be considered when business
     dictates. The following list includes aspects of our recommended
     specifications:

o    Reinforced (200 lbs/sqft) raised flooring (greater than = 12")

o    Ability to move equipment not larger than 37"d x 69"w x 75"h from loading
     docks to facility

o    The data center should be designed in such a way to allow access to areas
     necessary for routine operations with out having to enter the data space.

o    Secure short term storage

o    93" ceiling height in SPOP

o    Access to a staging/work


Physical Security


     StorageNetworks treats customer data with the highest levels of security
     and as such our facilities must be secure and safe. In each facility access
     is granted on an as needed basis. Facilities must be in place to validate a
     person's identity and allow appropriate access. Key Cards/Palm readers (or
     equivalent) will be required for access to technical operations spaces. The
     S-POP will be subdivided into functional working areas, network facilities,
     tape operations, and storage systems.


Networking


     Each S-POP must have access to outside connections that can be brought into
     the building and fed to our equipment. These connections may be leased
     lines (i.e., T1, T3) or direct fiber connections from external providers.
     It is strongly desirable to have multiple entry points into the building
     with diverse routing to our S-POP location within the site.
<PAGE>

A/C Power UPS/Generator/Battery/Transform


     Auxiliary/Emergency power shall be designed to run at no more than 70% full
     load (completely built-out). UPS power should provide minimum 20 minutes
     battery capacity in an n+1 configuration for all data equipment. Generators
     will be used for long-term back-up power. The generation facilities should
     support not only the storage environment but also the environmental systems
     (AC, lighting, etc.). Each generator should have tank capacity to support a
     minimum of twelve running hours and sized appropriately to support a full
     UPS load at 60% of design capacity.


     A/C should be provided such that any single point of failure will still
     leave enough cooling within the S-POP to provide for the equipment (n+1)


     S-POPs will be required to have water proofing on all electrical
     connections. Redundant sources of power from different access point within
     the building are recommended. Where possible each S-POP should draw power
     from multiple power grids.


     Service requirements for a typical S-POP are detailed below. These
     requirements are based on an assumption of a facility sized to accommodate
     complete installation of 12-EMC Symmetrix 3930-36. This is the typical size
     of a fully built out S-POP.

------------------------------------------------------------------------------
     S-Pop Configuration        Initial                   At Capacity
                                Facility
                                Startup
------------------------------------------------------------------------------

     Size (Usable Sq. Ft.)      1200                      1200
------------------------------------------------------------------------------

     Symmetrix Installed        4                         12
------------------------------------------------------------------------------

     AC Required                11                Tons    33               Tons
------------------------------------------------------------------------------

     Power Required             45                KVA     135              KVA
------------------------------------------------------------------------------

Fire Suppression


     Each S-POP computer room will use FM200 (or equivalent) fire suppression
     systems where legally available in each region. This system will have above
     and below floor distribution. All sensors will notify via local alarm as
     well as triggering event notification at the Global Command Center. The
     S-POP Operations Manager is the crisis manager in the event of a fire
     discharge. If water based suppression systems are mandated by fire code
     they should be Dry Pipe Systems (Pre-Action).


Flood Control


     Each data center floor should have flood control sensors as well as ceiling
     protection. Electrical water damage shielding should be on all connections.
     Floor sensors should be placed to capture accidental discharge from cooling
     systems.
<PAGE>

Monitoring


     All facilities and equipment in the S-POP will be remotely monitored at the
     Global Command Center located in the StorageNetworks corporate offices in
     Waltham, MA. StorageNetworks will provide system and data storage
     monitoring equipment. First level monitoring of environment (i.e., power,
     A/C) will be negotiated based on the design of each S-POP, though some
     level of notification (i.e., direct device monitoring, call-list) must be
     provided to StorageNetwork's Global Command Center.


     Where StorageNetworks co-locates with a facilities partner, the facilities
     partner must advise of any changes in the physical plant ASAP. The
     Operations Manager of each S-POP is responsible for oversight of the
     collocation partner.


Documented Policies/Procedures


     All facilities should have documented policies/procedures available for
     inspection by StorageNetworks on all aspects of facility management,
     security, work in production areas, etc. Further, the facility should be
     able to demonstrate that such documentation is strictly adhered to.


Regional Considerations


     All facilities should be additionally protected against acts of nature that
     are known to occur in the geographic area of the S-POP. Examples of this
     are hurricanes, earthquakes and flooding.





Example Equipment Specification

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
EMC 3930-36
-------------------------------------------------------------------------------------------------------------------

     Power                                                            Operating Limits
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                            <C>
     Circuit Breaker (Amps)        50                                 Ambient temperature         59-90(degree)F /
                                                                                                  10-38(degree)C
-------------------------------------------------------------------------------------------------------------------

     Line Voltage                  3 Phase 60Hz 208 Vac, 4 wire       Relative humidity           20-80
-------------------------------------------------------------------------------------------------------------------

     Power Consumption             9.68 kVA                           Elevation                   8,000 ft /
                                                                                                  2,500 m
-------------------------------------------------------------------------------------------------------------------

                                                                      Raised floor                Required
-------------------------------------------------------------------------------------------------------------------

     Connector                     Russellstoll 9P45U2
-------------------------------------------------------------------------------------------------------------------

     Size and Weight                                                  Cooling
-------------------------------------------------------------------------------------------------------------------

     Height                        74.9 in (190.3 cm)                 Heat Dissipation            33,045 BTU/hr
-------------------------------------------------------------------------------------------------------------------

     Clearance Required            18 in (45.7 cm)                    Cooling Required            2.75 Tons
                                                                      (tons)
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
-----------------------------------------------------------------
                                           (tons)
-----------------------------------------------------------------
     Width                         68.7 in (174.5 cm)
-----------------------------------------------------------------

     Depth                         36.4 in (92.5 cm)
-----------------------------------------------------------------

     Weight                        3127 lbs. (1421 kg)
-----------------------------------------------------------------

     Service Access Front          48.0 in (122.0 cm)
-----------------------------------------------------------------

     Service Access Rear           36.0 in (91.5 cm)
-----------------------------------------------------------------
<PAGE>

EXHIBIT G - SERVICE LEVEL AGREEMENT
--------------------------------------------------------------------------------

                             Service Level Agreement

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.



     This Service Level Agreement ("SLA") between Global Crossing Ltd. ("Global
     Crossing" or the "Customer") and StorageNetworks, Inc. ("StorageNetworks")
     is entered into pursuant to the Joint Marketing and Services Agreement
     between Global Crossing and StorageNetworks (the "JMA"). Capitalized terms
     used in this SLA and not otherwise defined shall have the meanings ascribed
     to them in the JMA.


1.       Purpose and Scope


     1.1 The purpose of this SLA is to define service levels and operational
         specifications of the services (the "Services") that StorageNetworks
         will provide for GLOBAL CROSSING.

     1.2  The Environment:


          Global Crossing may change the environment as required.


     1.3  StorageNetworks is to provide to Global Crossing the following storage
          Services:


                  The service that Global Crossing requires to appropriately
                  support the Data on Demand Services architecture is
                  StorageNetworks' DataPACS-Live. The DataPACS-live option
                  provides:


                  Primary mirrored data


                  Access to high availability, high I/O, redundant data


                  Dedicated switched fabric storage area network


                  Total system monitoring and response 7x24x365


                  All onsite maintenance and services


                  Capacity planning services


                  [**]uptime (excluding planned downtime and Force Majeure
                  Events)


     1.4  StorageNetworks is to provide to GLOBAL CROSSING the following
          professional Services:


     Storage Area Network design, installation and configuration for Data on
     Demand as requested.


     Storage capacity planning and management services of DataPACS-Base.
<PAGE>

     1.5  GLOBAL CROSSING is to provide the following:


     Data Center infrastructure services (generation, cooling, and
     un-interruptible power supply (UPS)) to be maintained and monitored by
     Global Crossing including 7x24 contact and escalation information.


2.       Definitions


2.1      The following defined terms used in this SLA.


Change Management: Management of any changes, initiated by either
-----------------
StorageNetworks or the Customer, that either directly or indirectly affect the
daily operational specifications or service level of the Services.


Data Center Services: StorageNetworks infrastructure services that provide for
--------------------
the health and availability of assets in StorageNetworks S-POPs.


DataPACS - Live -Primary managed storage service plus additional live copy of
---------------
primary data


DataPACS - Base -Primary manages storage services
---------------


Delivery Date: The date in which storage Services are first provided by
-------------
StorageNetworks under this SLA.


Disk on Demand: High availability, high performance, scalable disk storage
--------------
service provided by Global Crossing to customers


Event Notification: Communications between StorageNetworks and the Customer that
------------------
relate to identification, management, and resolution of events, including
scheduled or unscheduled outages and any event that may affect the Services.


Exceptions: Obligations not assumed by StorageNetworks under this SLA or
-----------
otherwise.



Fiber Network: Optical fiber infrastructure provided by StorageNetworks from the
-------------
Customer's facility to the StorageNetworks' S-POP.


Force Majeure Event: An event that causes StorageNetworks to be unable to
-------------------
fulfill its obligations under this SLA caused by flood, extreme weather, fire or
other natural calamity, acts of government agency, war, riot, civil unrest, work
stoppages or strikes, lack of equipment or software, or similar causes beyond
the control of StorageNetworks.


Redundancy: The extent to which StorageNetworks will provide back-up or
----------
duplicative specific Services or components that deliver Services. Specific
redundancies or the lack of redundancy will be defined in this SLA.


Remedy or Remedies: StorageNetworks response to specific events set forth in
------------------
this SLA.


Scheduled Outages: Time frames agreed upon between StorageNetworks and the
-----------------
Customer that define periods of time, during the Service Term, that
StorageNetworks and Customer temporarily interrupt any Services for upgrades,
maintenance, or for any other agreed upon reason or purpose, including an
established framework for scheduling and managing such outages.


Security: The precautions taken by StorageNetworks to protect the physical
--------
infrastructure that delivers Services to the Customer.


Service Term: Length of contracted Service obligation between StorageNetworks
------------
and the Customer.
<PAGE>

StorageNetworks Operations Group: The StorageNetworks operations group,
--------------------------------
responsible for the daily delivery and management of Services provided to the
Customer.


Unscheduled Outages: Interruptions in Services arising from failures associated
-------------------
with Services provided by StorageNetworks or a Force Majeure Event. Such
interruptions include only interruptions to matters under StorageNetworks direct
control.


3.   Terms of Services


     StorageNetworks will provide the Services for a Service Term of [REDACT
     NUMBER OF MONTHS] 12 months commencing on the Acceptance Date.


4.   Service Level Change Request Procedures


     4.1 Changes to this SLA may be requested at any time by either party. Since
     a change could affect the fees, schedules or other terms of or related to
     this SLA or the JMA both the Customer and StorageNetworks must approve each
     change, and this SLA and/or the JMA must be appropriately amended, before
     implementation of any change.


     4.2 This procedure will be used by the Customer and StorageNetworks to
     control changes in Services provided with respect to the SLA, the Service
     levels of this SLA, changes to any deliverables under this SLA, and/or
     changes to any other terms or conditions of this SLA.

     o    The project manager for the requesting party will submit a change
          request ("CR") in writing. It will describe the change and include
          whatever rationale and/or estimated effect the change will have on the
          SLA and/or the JMA.

     o    The other party's project manager will review CR. The project manager
          will weigh the merits of the proposed change and approve it, approve
          it for investigation or reject it. If rejected, the project manager
          will return the CR to the requesting party, together with the
          reason(s) for rejection.

     o    Approval of a CR for investigation by both parties constitutes
          authorization by the Customer of any fee proposed by StorageNetworks
          to investigate the CR. During such investigation, the effect on the
          price, estimated schedule or other terms of this SLA will be
          determined. Following completion of such investigation, the requested
          change will then be approved or disapproved for implementation.

     o    Approved changes will be incorporated into the SLA through written
          modifications, which shall be signed by duly authorized
          representatives of both parties.


5.   Service Levels


5.1  Physical Facility

     The physical facility is provided by Global Crossing and Global Crossing
     assumes responsibility for the operations and maintenance of the physical
     plant supporting the Services provided by StorageNetworks.
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


     5.1.1 Security


     Physical access to the StorageNetworks' floor space will be controlled by
     the StorageNetworks Operations Group and will be restricted to authorized
     StorageNetworks' employees and such other individuals specifically approved
     and authorized by StorageNetworks who are accompanied by StorageNetworks'
     personnel. Access by the Customer will be limited to representatives of the
     Customer designated in writing to StorageNetworks. Such list of Customer
     representatives will be supplied to StorageNetworks for security
     verification. If the Customer wishes to gain access to the StorageNetworks'
     floor space, arrangements must be made in advance with StorageNetworks
     (typically a phone call on the day requested is all that is needed for
     authorized personnel). At all times a StorageNetworks' employee must escort
     Customer's representatives. All changes to the Customer's designated
     representative security access list must be confirmed with StorageNetworks,
     in a writing signed by an authorized representative of the Customer, [**]
     prior to access to the facility for any new representative.


     StorageNetworks will require security clearance to the Customer's facility
     to install and maintain StorageNetworks equipment. StorageNetworks will
     comply with all requirements deemed necessary by the Customer for
     StorageNetworks' personnel and contractors (supplying support services for
     equipment used by the Customer to gain access to the Services provided by
     StorageNetworks) to gain access to the Customer's facility. StorageNetworks
     will be responsible for all work performed by StorageNetworks personnel and
     contractors while on Customer's premises.


     StorageNetworks is not responsible for acts or omissions of Customer's
     representatives that result in failure of, disruption to the, Services.
     Customer will be responsible for, and will indemnify StorageNetworks for,
     any damage or service interruptions caused by Customer's representatives
     within the S-POP or otherwise, including any damage to any StorageNetworks
     provided equipment.


     5.2  StorageNetworks Fiber Network


     StorageNetworks' Fiber Network is the physical cabling infrastructure that
     connects Customer's data center or servers to the StorageNetworks' S-POP.
     Typically, this network is built in a redundant fashion to provide
     alternate routes between a customer and the StorageNetworks' S-POP. As
     StorageNetworks will be collocating in the Global Crossing facility, the
     Fiber Network applies only to the cables and related equipment needed to
     connect the fiber distribution points with the StorageNetworks cage. The
     Fiber Network will achieve [**] availability to the host provided that a
     diversity route can be established between the two facilities (in some
     cases software will be required to reside on a host to complete redundancy,
     in such case, StorageNetworks will be responsible for software license).
     StorageNetworks will work with the Customer to perform an audit to
     determine where single points of failure might occur. If possible these
     single points of failure will be eliminated. However, connectivity can be
     accomplished and agreed to levels of availability can be delivered even if
     a complete redundant network cannot be accomplished.


     5.2.1 Security


     Physical access to StorageNetworks' Fiber Network within a S-POP is managed
     and maintained by StorageNetworks and its contractors and subcontractors.
     Only authorized StorageNetworks' personnel,
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


     contractors and subcontractors will be allowed to gain access to this
     network within the S-POP. In addition, access to StorageNetworks' Fiber
     Network and equipment within the Customer's facility will be restricted to
     StorageNetworks' personnel, contractors and subcontractors.


     The Customer must provide for a safe and secure facility to house
     StorageNetworks' Fiber Network and equipment. StorageNetworks will work
     with the customer on provisioning for the proper location of the
     StorageNetworks' Fiber Network infrastructure.


     5.3  Storage Services Hardware


     StorageNetworks shall provide sufficient hardware to support the
     environment as described above. StorageNetworks will administer BIN
     changes, microcode upgrades and or other hardware/software
     improvements/upgrades on behalf of Global Crossing subsequent to agreed
     upon change management procedures. StorageNetworks will provide monitoring
     services to the storage hardware. These services include periodic
     monitoring of disk performance, cache memory usage and related performance
     metrics available through the storage hardware and communications vendor
     tools StorageNetworks will advise Global Crossing and its Customer of any
     issues with performance of communications or storage hardware required for
     the normal operation of the SPOP such as signal quality loss, error
     retransmissions, disk failures, power or microcode failures. In the event
     that the storage allocations are altered on the Global Crossing and its
     Customer's applications servers, Global Crossing must advise
     StorageNetworks of such change within a reasonable amount of time such that
     StorageNetworks can coordinate with the appropriate hardware vendor to
     update the BIN configuration. StorageNetworks shall not be responsible for
     inconsistencies in the storage environment that result from changes in the
     Global Crossing application server environment.


     StorageNetworks as part of the monitoring service will notify Global
     Crossing and its customer when storage usage is near the limits of the
     allocated storage space.



     6.   Remedy


     6.1  Remedies


     In the event that, as a direct result of StorageNetworks actions or
     inactions, the Services provided by StorageNetworks are unavailable for any
     period beyond the permitted monthly downtime, the Monthly Fee payable for
     the Services for such month, shall be reduced as follows:


<TABLE>
<CAPTION>
<S>                                                                        <C>
     Availability greater than or equal to [**]% but less than [**]%          [**]% of the Monthly Fee total


     Availability greater than or equal to [**]% but less than [**]%          [**]% of the Monthly Fee total


     Availability greater than or equal to [**]% but less than [**]%          [**]% of the Monthly Fee total


     Availability greater than or equal to [**]% but less than [**]%          [**]% of the Monthly Fee total


     Availability less than [**]%                                             [**]% of the Monthly Fee total


</TABLE>
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.



     The foregoing amounts are not cumulative. Such amounts shall be deemed as
     liquidated damages, and in no event will the total of such liquidated
     damages exceed [**]% of the Monthly Fee for the affected month.


     6.2  Exceptions


     StorageNetworks will have no liability for any failure to provide Services
     (a) during any Scheduled Outage, (b) resulting from a Force Majeure Event,
     or (c) caused, directly or indirectly, by the acts or omissions of Customer
     or its representatives. In no event shall StorageNetworks be liable for any
     special, indirect, incidental or consequential damages, (even if
     StorageNetworks has been advised of the possibility of such damage),
     including without limitation, lost profits or lost savings, loss of use of
     services provided by third parties, cost of capital, cost of substitute
     service(s) or re-procurement, downtime costs, or damages resulting from
     loss of use of data or from third party claims.


     7.   Change Management


     The Customer will be provided with at least [**] days prior written notice
     of any changes made by StorageNetworks that affect the Services.
     StorageNetworks will strive to minimize outages that may be caused by a
     change, however, in the event that a outage is required, StorageNetworks
     will work use best reasonable efforts to minimize the impact of the change
     and schedule the outage based upon the Customer's and StorageNetworks'
     requirements. If an outage is required, such outage will be considered a
     Scheduled Outage. StorageNetworks intends to work with the Customer on all
     Change Management issues in order to ensure that the Services are not
     affected beyond the levels set forth in this SLA. StorageNetworks reserves
     the right, however, to proceed with any change if it is determined, by
     StorageNetworks, that the change will not cause harm to the Customer's
     specific environment and/or is otherwise necessary.


     8.   Event Notification


     StorageNetworks shall provide initial Event Notification to a designated
     Customer representative by telephone, e-mail, pager or comparable
     notification service within [**] of StorageNetworks becoming aware of an
     event that has or may cause an Unscheduled Outage. In the event Customer
     first becomes aware of such event, Customer shall promptly provide initial
     Event Notification to StorageNetworks. Update information about the event
     will continue on the [**] until either the event has been resolved or both
     StorageNetworks and the Customer have determined a course of action that
     does not require continued notification.


     9.   Escalation Procedures


     The following defines the roles of the StorageNetworks' departments and
     personnel responsible for managing an outage:

          o    StorageNetworks Customer Service - is a (24x7) service that
               supports StorageNetworks customers on any issues related to the
               services provided by StorageNetworks to the customer.
<PAGE>

          o    Regional Operations Manager - is responsible for the daily
               activity in S-POPs within the metropolitan area where the
               services are provided.

          o    Level-2 Support - is an internal technical support team
               responsible for resolving any issues related to services offered
               by StorageNetworks. This team works closely with the departments
               within StorageNetworks that provided services to customers and
               also has direct contact with all of StorageNetworks contractors
               and subcontractors that provide equipment or services to
               StorageNetworks.

          o    Director of Worldwide Operations - is responsible for all S-POP
               facilities and the services provided to customers.


     The following procedures define the Escalation Procedures that
     StorageNetworks will implement during an unscheduled outage:

          o    StorageNetworks Customer Service will be responsible for
               resolving any issues during the first hour of an outage.

          o    StorageNetworks Customer Service will escalate to the Regional
               Operations Manager and Level-2 Support at the beginning of the
               second hour.

          o    StorageNetworks Customer Service will escalate to the Director of
               Worldwide Operations at the beginning of the third hour. The
               Director of Worldwide Operations will notify appropriate
               additional StorageNetworks personnel if the problem persists
               beyond four hours.


     10.  Scheduled Outage


     Scheduled Outages are periodic events that StorageNetworks schedules with
     the Customer to provide for the following items:

          o    Software or hardware upgrades.

          o    Maintenance to infrastructure.

          o    Modifications to software, hardware, or infrastructure that the
               customer has requested. This can occur at StorageNetworks or
               Customer's facility or both.

          o    Improvements to StorageNetworks Fiber Network either requested or
               required by StorageNetworks, the Customer or both.
<PAGE>

     StorageNetworks Regional Operations Manager is responsible for the project
     management of all changes to services provided to the Customer. At a
     minimum, the Change Management procedures set forth herein will be
     followed. Based upon the scope of the Scheduled Outage, earlier
     communication to the Customer will be provided, if possible.





     STORAGENETWORKS, INC.                  GLOBAL CROSSING





     By: ___________________________        By:    ________________________


     Title:_________________________        Title:  _______________________
<PAGE>

Exhibit H - Global Crossing Master Service Agreement
--------------------------------------------------------------------------------


     MSA Rev. 2.6 October 1999 Page 1 of 7


     GLOBAL CENTER, INC., A GLOBAL CROSSING COMPANY

     Master Service Agreement No.

     This Master Service Agreement (this "Agreement") is entered into on the
     _______ day of _______________, 1999 ("Effective Date") by and between
     _______________________, on behalf of itself and the subsidiary, affiliate,
     division and/or business unit ("Client") indicated on the Service Order
     Form attached hereto, with an office at the address listed on the Service
     Order Form, and Global Center, Inc., a corporation with offices at 141
     Caspian Court, Sunnyvale, CA 94089, to set forth the terms and conditions
     pursuant to which Global Center, Inc. shall provide to Client certain
     Services (as defined in the Service Order). The entire contract between the
     parties shall consist of this Agreement and one or more Service Order(s).
     Unless otherwise agreed to by both parties, all future Service Orders
     entered into between the Client and Global Center, Inc. will be bound by
     this Agreement. In consideration of the mutual promises and upon the terms
     and conditions set forth below, the parties agree as follows:


     1. NATURE OF AGREEMENT


     Pursuant to this Agreement, Global Center, Inc. shall sell and provide to
     Client, in consideration for the applicable fees as set forth in a Service
     Order the following: (i) Internet connectivity services (the "Bandwidth");
     (ii) the lease (if so indicated on the Service Order) or purchase by Client
     of equipment to provide such services (the "Hardware") and the installation
     of such equipment; (iii) the lease of space to store and operate such
     Hardware ("Space"); (iv) management, planning and consulting resources to
     support these services, including maintenance and operation of the Hardware
     ("Support"), (v) the licensing of software to provide such Services (the
     "Software"), including, without limitation, monitoring software, billing
     software, trouble ticketing software, data collection and process control
     software, which together, including all telecommunication and digital
     transmission connections and links, all electrical and physical
     requirements, comprise an Internet connectivity and co-location package to
     support Client's web site(s) ("Client's Web Sites") under this Agreement
     and are referred to hereinafter as the "Services". The Services will be
     provided in accordance with the specifications set forth in the Service
     Specification attached to this Agreement and in the Service Order(s) hereto
     and made a part hereof.


     2. SERVICE ORDERS


     2.1. Orders. Client and Global Center, Inc. may execute one or more Service
     Orders describing the Services that Client desires to purchase from Global
     Center, Inc.. Each Service Order shall set forth the Services to be
     provided by Global Center, Inc., the specifications applicable to each
     item, the prices and payment schedule, the initial term of such Services
     (the "Initial Service Term") and other information the parties may
<PAGE>

     mutually agree upon. No Service Order shall be effective until executed by
     Global Center, Inc. All Service Orders will be subject to the terms and
     conditions of this Agreement, provided however, that in the event of
     conflict between the terms contained in any Service Order and terms in this
     Agreement, the terms contained in the Service Order shall control.


     2.2. In the event of conflict between terms in this Agreement and Service
     Order, and any terms contained in client-issued order form or purchase
     order, the terms of this Agreement and Service Order shall supersede any
     terms and conditions that may appear in such client-issued order form or
     purchase order.


     2.3. Cancellation. In the event that Client cancels or terminates a Service
     Order at any time for any reason, other than expiration of a Service Order
     or a Service Interruption (as defined below), Client agrees to pay Global
     Center, Inc. all Monthly Recurring Charges specified in the Service Order
     for the balance of the term therefore, which shall become due and owing as
     of the effective date of cancellation or termination. Upon the cancellation
     or termination of a Service Order by Client, Global Center, Inc., shall
     upon Client's written request and at no additional cost, give full
     cooperation and assistance to Client to assure an orderly and efficient
     transition.


     2.4. IP Addresses. Global Center, Inc. will assign on a temporary basis a
     reasonable number of Internet Protocol Addresses ("IP Addresses") from the
     address space assigned to the Global Center, Inc. by InterNIC. Client
     acknowledges that the IP Addresses are the sole property of Global Center,
     Inc., are assigned to Client as part of the Service, and are not
     "portable," as such term is used by InterNIC. Global Center, Inc., reserves
     the right to change the IP Address assignments at any time; however, Global
     Center, Inc. shall use reasonable efforts to avoid any disruption to Client
     resulting from such renumbering requirement. Global Center, Inc., will give
     Client reasonable notice of any such renumbering. Client agrees that it
     will have no right to IP Addresses upon termination of this Agreement, and
     that any renumbering required of Client after termination shall be the sole
     responsibility of Client.


     2.5. Staffing. Except as otherwise agreed in any Service Order, Global
     Center, Inc. shall be responsible for staffing decisions with respect to
     its personnel and the provision of any Services under this Agreement, and
     shall have the right to remove or replace any of its personnel assigned to
     perform Services under this Agreement. Global Center, Inc., shall use
     reasonable efforts to maintain the continuity of its personnel assigned to
     perform Services under this Agreement.


     3. SOFTWARE LICENSE AND RIGHTS


     3.1. License. During the term of the applicable Service Order, Global
     Center, Inc., grants Client a non-transferable, nonexclusive license to use
     the Software in object code form only, solely on the Hardware, or Global
     Center, Inc., equipment, in conjunction with the Services.


     3.2. Proprietary Rights. This Agreement transfers to Client neither title
     nor any proprietary or intellectual property rights to the Software,
     documentation, or any
<PAGE>

     copyrights, patents, or trademarks, embodied or used in connection
     therewith, except for the rights expressly granted herein.


     3.3. License Restrictions Client agrees that it will not itself, or through
     any parent, subsidiary, affiliate, agent or other third party.


     3.3.1. Copy the Software except as expressly allowed under this Agreement.
     In the event Client makes any copies of the Software, Client shall
     reproduce all proprietary notices of Global Center, Inc., on any such
     copies;


     3.3.2. reverse engineer, decompile, disassemble, or otherwise attempt to
     derive source code from the software;


     3.3.3. sell, lease, license or sublicense the Software or the
     documentation;


     3.3.4. write or develop any derivative software or any other software
     program based upon the Software or any Confidential Information (as defined
     below); or


     3.3.5. use the Software to provide processing services to third parties, or
     otherwise use the Software on a 'service bureau' basis.


     3.4. Software Representations and Warranties. Global Center, Inc.,
     represents and warrants that: (i) it has the right, power and authority to
     license the Software to Client pursuant to this Agreement free of all
     liens, encumbrances and other restrictions; (ii) the Software shall operate
     and run in accordance with the Service Specifications indicated in the
     Agreement or referenced in the Service Order, (iii) the license furnished
     by Global Center, Inc., hereunder and/or the use of the Software by Client
     in accordance with the terms and conditions herein or in any Service Order,
     will not infringe upon nor violate any patent, copyright, trade secret, or
     other proprietary right of any third party; (iv) Client's use and
     possession of the Software consistent with the terms of this Agreement,
     shall not be adversely affected, interrupted or disturbed by Global Center,
     Inc., or any entity asserting a claim under or through Global Center, Inc.;
     (v) the installation and use of the Software and any. Upgrades shall not
     degrade, impair or otherwise adversely affect the performance or operation
     of the Hardware.


     4. HARDWARE TERMS AND CONDITIONS


     4.1. Installation. If so indicated on the Service Order, Global Center,
     Inc., will use commercially reasonable efforts to install the Hardware as
     the Hardware is shipped to Global Center, Inc., Global Center, Inc., will
     work with the Client on an installation plan to define installation time
     frame and requirements.


     4.2. Purchase and Title of Hardware. If so indicated on the Service Order,
     Client shall purchase the Hardware and deliver, at Client's expense, the
     Hardware to the Space. Client agrees that the Hardware shall reside at the
     Space during the term of this Agreement.


     4.3. Lease of Hardware. If so indicated on the Service Order, Client shall
     lease the Hardware, and Global Center, Inc., shall obtain and deliver the
     Hardware to the Space.
<PAGE>

     In the event Client leases the Hardware, the following terms and conditions
     shall apply: The Hardware is and shall remain the property of Global
     Center, Inc. Client shall not have taken, or attempt to take, any right,
     title or interest therein or permit any third party to take any interest
     therein. Client will not transfer, sell, assign, sublicense, pledge, or
     otherwise dispose of, encumber or suffer a lien or encumbrance upon or
     against the Hardware or any interest in the Hardware. Client will use the
     Hardware only at the Space. Client will not move the Hardware from that
     facility without Global Center, Inc.'s prior written permission. Client
     shall be responsible for any damage to the Hardware caused by Client
     negligent or willful acts or omissions. Client will use the Hardware only
     for the purpose of exercising its rights under this Agreement.


     4.4. Rent to Own. If so indicated on the Service Order, Client shall lease
     the Hardware on a "rent to own" plan. In such event, all of the terms and
     conditions in Section 4.3 shall apply, and the following terms and
     conditions shall also apply. At the end of the term of the Service Order,
     providing Client is not in breach of this Agreement, Client shall have the
     option to purchase the Hardware. The purchase price shall be as indicated
     on the Service Order. Upon payment by Client of the purchase price, title
     of the Hardware shall pass to Client at the Space. Unless the Service Order
     is extended by mutual Agreement, Client shall immediately delete, or shall
     allow Global Center, Inc., to delete all copies of the Software and
     associated documentation owned by Global Center, Inc., or any other
     materials of Global Center, Inc., resident on the Hardware.


     5. SPACE


     5.1. Global Center, Inc., represents and warrants that (i) it has obtained
     all necessary approvals to lease the Space to Client and to allow Client to
     occupy and have access to the Space for the purpose of receiving the
     Services set forth in the Service Order, (ii) it has the authority to grant
     Client a royalty-free, non-transferable, non-exclusive license to occupy
     and have access to the Space, and that the grant of such license shall not
     constitute a violation of the lease or separate Agreement to which Global
     Center, Inc., is a party and/or by which it is bound, and (iii) the Space
     shall conform with the Service Specifications set forth in this Agreement
     or any Service Order.


     5.2. License to Occupy. Global Center, Inc. grants to Client a
     non-exclusive license to occupy the Space. Client acknowledges that it has
     been granted only a license to occupy the Space and that it has not been
     granted any real property interests in the Space. Global Center, Inc.,
     represents and warrants that it has obtained all approvals necessary,
     including but not limited to, permissions from the landlord and any
     regulatory authorities, to operate the facility in this manner contemplated
     by this Agreement.


     5.3. Material and Changes. Client shall not make any construction changes
     or material alterations to the interior or exterior portions of the Space,
     including any material alteration to cabling or power supplies for the
     Hardware, without obtaining Global Center, Inc.'s prior written approval
     for Client to have the work performed. Alternatively, Client may request
     Global Center, Inc. to perform the work. Global Center, Inc., reserves the
     right to perform and manage any construction or alterations
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omission.


     within the Space areas at rates to be negotiated between the Parties
     hereto, so long as the rates are commercially reasonable. Client agrees not
     to erect any signs or devices to the exterior portion of the Space without
     submitting the request to Global Center, Inc. and obtaining Global Center,
     Inc.'s prior written approval.


     5.4. Damage. Client agrees to reimburse Global Center, Inc., for all
     reasonable repair or restoration costs associated with damage or
     destruction in the Space directly caused by the negligence or willful
     misconduct of Client's personnel, Client's agents, Client's
     suppliers/contractors, or Client's visitors to the Space during the term or
     as a consequence of Client's removal of the Hardware or property installed
     in the Space, provided that Client shall not be liable for any damage or
     destruction occurring from or out of any negligent act or omission of
     Global Center, Inc., its officers, directors, agents and employees.


     5.5. Insurance. Unless otherwise agreed, Client agrees to maintain, at
     Client's expense, for each Space, (i) Comprehensive General Liability
     Insurance in an amount not less than [**] per occurrence for bodily injury
     or property damage, (ii) Employer's Liability in an amount not less than
     [**] per occurrence, and (iii) Worker's Compensation in an amount not less
     than that prescribed by statutory limits. Upon reasonable request of Global
     Center, Inc., Client shall furnish Global Center, Inc., with certificates
     of insurance, which evidence these minimum levels of insurance.


     5.6. Regulations. Client shall use its best efforts to comply with and not
     violate Global Center, Inc.'s Safety, Health and Operation Rules and
     regulations relating to use of it's premises and facilities, so long as
     those regulations are provided to client in writing. Client's failure to
     comply materially with Global Center, Inc. 's rules and regulations shall
     constitute a material default under this Agreement. Global Center, Inc.,
     may, in its sole discretion, limit Client's access to a reasonable number
     of authorized Client employees or designees. Client shall not interfere
     with any other clients of Global Center, Inc., or such other clients' use
     of the Space.


     5.7. Disclaimer. Except as expressly stated herein, Global Center, Inc.,
     does not make any representation or warranty as to the fitness of the Space
     for Client's use.


     6. SERVICE INTERRUPTIONS


     6.1. [**] Network Uptime Guarantee. In the event of Network Downtime (as
     defined below), the monthly fee payable for the Bandwidth, defined in the
     Service Order, shall be reduced as follows:


     6.1.1. If the total Downtime in the calendar month is more than [**]but
     does not exceed [**], the monthly Bandwidth fee for that month shall be
     reduced by [**]; and
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omission.



     6.1.2. If the total Downtime in the calendar month is more than [**], but
     does not exceed [**], the monthly Bandwidth fee for that month shall be
     reduced by [**]; and


     6.1.3. If the total Downtime in the calendar month is more than [**] the
     monthly Bandwidth fee for that month shall be reduced by [**].


     6.2. Downtime Defined. For the purposes of this Section, Downtime shall
     mean any interruption of sixty (60) seconds or more in the availability of,
     (i) the connection between the Client's equipment and the Global Center,
     Inc. switch fabric, (ii) the internetwork that connects the Global Center,
     Inc. switch fabric with the Internet. For purposes of this Section, the
     Internet is deemed to consist of services that commence where Global
     Center, Inc. transmits a Client's content to Global Center, Inc.'s
     carrier(s) at the Global Center, Inc., border router port(s). Such carriers
     provide Global Center, Inc., with private and dedicated bandwidth. Global
     Center, Inc., undertakes no obligation for the circuit or link between
     Global Center, Inc.'s facilities and such carrier's services. If router
     packet loss is in excess of DO NOT DELETE ANYTHING IN THIS PARAGRAPH[**]
     and is sustained for [**] or more, Global Center, Inc., will classify this
     as an "outage." If an "outage" continues for a time period of more than
     [**], then such outage will be deemed Downtime. If the latency across the
     Global Center, Inc. national IP backbone exceeds [**], Global Center, Inc.,
     will classify this as Downtime.


     6.3. Maintenance Windows. [SAME]Global Center, Inc., reserves [**]
     regularly scheduled maintenance windows per week, of [**]duration, in order
     to maintain and upgrade the Global Center, Inc. IP Backbone infrastructure.
     Outages or performance degradation during scheduled maintenance windows as
     a result of router, switch or server maintenance, are not considered
     Downtime for purposes of this section. Global Center, Inc. shall make all
     commercially reasonable efforts to provide the client with prior
     notification of all scheduled and emergency maintenance procedures.


     6.4. [**] Facility Uptime Guarantee. In the event of Facility Downtime (as
     defined below), the Monthly Fee payable for the Co-location Services as set
     forth in the applicable Service Order shall be reduced as follows:


     6.4.1. If the total Facility Downtime in the calendar month is less than,
     or equal to [**]the monthly Co-location service fee for that month shall be
     reduced by [**];


     6.4.2. If the total Facility Downtime in the calendar month is more
     than[**] the monthly Co-location service fee for that month shall be
     reduced by [**]
<PAGE>

     6.4.3. Downtime Defined. For the purposes of this Section, Facility
     Downtime shall mean any service interruption, only if such interruption is
     either due to a facility power failure or environmental control failure.


     6.5. Investigation of Service Interruptions. At Client's request, Global
     Center, Inc. will investigate any report of Downtime, and attempt to remedy
     any Downtime expeditiously. If Global Center, Inc. reasonably determines
     that all facilities, systems and equipment furnished by Global Center, Inc.
     are functioning properly, and that Downtime arose from some other cause,
     Global Center, Inc. can continue to investigate the Downtime cause at the
     client's request and expense for labor and materials cost for services
     actually performed at the usual and customary rates for similar services
     provided by Global Center, Inc. to clients in the same locality.


     6.6. Termination. Client may terminate a Service Order in the event of
     Downtime of either twenty-four (24) hours of cumulative time during any
     continuous twelve (12) month period, or any continuous downtime of eight
     (8) or more hours.


     6.7. Sole Remedy. The terms and conditions of this Section shall be
     Client's sole remedy and Global Center, Inc.'s sole obligation for any
     Downtime.


     7. USER CONTENT


     7.1. Client is solely responsible for the content of any postings, data, or
     transmissions using the Services ("Content"), or any other use of the
     Services by Client or by any person or entity Client permits to access the
     Services (a "User"). Client represents and warrants that it and any User
     will not use the services for unlawful purposes (including without
     limitation infringement of copyright or trademark, misappropriation of
     trade secrets, wire fraud, invasion of privacy, pornography, obscenity and
     libel), or to interfere with or disrupt other network users, network
     services or network equipment. Disruptions include without limitation
     distribution of unsolicited advertising or chain letters, repeated
     harassment of other network users, wrongly impersonating another such user,
     falsifying one's network identity for improper or illegal purposes, sending
     unsolicited mass e-mailings, propagation of computer worms and viruses, and
     using the network to make unauthorized entry to any other machine
     accessible via the network. If Global Center, Inc. has reasonable grounds
     to believe that Client or a User is utilizing the Services for any such
     illegal or disruptive purpose, Global Center, Inc. may suspend or terminate
     Services immediately upon notice to Client. Client shall defend, indemnify,
     hold harmless Global Center, Inc. from and against all liabilities and
     costs (including reasonable attorney's fees) arising from any and all
     claims by any person arising out of Client's use of the Services, including
     without limitation any content.


     7.2. Acceptable Use Policy. All Global Center, Inc. clients are responsible
     for reviewing and complying with this Acceptable Use Policy. Global Center
     Inc.'s clients who provide services to their own users must take steps to
     ensure compliance by their users with this Acceptable Use Policy. This
     Policy is subject to change without notice by publication at
     http://www.globalcenter.net/aup. Clients are responsible for monitoring
     this web site for changes. Global Center, Inc. customers may not use Global
     Center, Inc.'s data distribution network, machines, or services in any
     manner that violates any
<PAGE>

     applicable law, regulation, treaty, or tariffs. Also customers are
     prohibited from activity that includes, but is not limited to unauthorized
     use (or attempted unauthorized use) of any machines or networks, denial of
     service attacks, falsifying header information or user identification
     information, monitoring or scanning the networks of others without prior
     written permission from Global Center, Inc..


     7.2.1. Email. Sending unsolicited bulk email is prohibited. Sending
     unsolicited bulk email from another provider advertising or implicating the
     use of any service hosted by Global Center Inc., including without
     limitation email, web, FTP, and DNS services, is prohibited and is grounds
     for termination of those services to users who engage in the practice.
     Users who send unsolicited bulk email from Global Center Inc., accounts
     will be charged the cost of labor to respond to complaints. Continuing to
     send someone email after being asked to stop is considered harassment and
     is prohibited. Using email to disrupt (e.g., mail bombing, "flashing,"
     etc.) is prohibited. Sending email with falsified header information is
     prohibited. Chain letters, pyramid schemes, and hoaxes are prohibited.


     7.2.2. Usenet Newsgroups. Global Center, Inc. places no content
     restrictions on newsgroup postings by its users except that (a) no illegal
     content, including pyramid/Ponzi schemes, is permitted and (b) all postings
     should conform to the various conventions, guidelines and local culture
     found in each respective newsgroup and Usenet as a whole.


     7.2.3. Posting 20 or more copies of the same article in a 45-day period
     ("spamming") or continued posting of off-topic articles after being warned
     is prohibited. Users who engage in spamming using Global Center, Inc.
     accounts will be charged the cost of labor to issue cancellations and
     respond to complaints. Users who engage in spamming from another provider
     advertising or implicating the use of any service hosted by Global Center,
     Inc., including without limitation email, web, FTP, and DNS services, is
     prohibited and is grounds for termination of those services to those users.


     7.2.4. Excessive crossposting (Breidbart Index of 20 or greater in a 45-day
     period) is prohibited. The Breidbart Index (BI) is calculated by taking the
     sum of the square roots of the number of newsgroups each copy of an article
     is crossposted to. If two articles are posted, one crossposted to 9
     newsgroups and the other crossposted to 16 newsgroups, the BI =
     sqrt(9)+sqrt(16)=3+4=7. Crossposting articles to newsgroups where they are
     off-topic is prohibited.


     7.2.5. Posting articles with falsified header information is prohibited.
     "Munging" header information to foil email address harvesting by "spammers"
     is acceptable provided that a reasonable means of replying to the message
     originator is given. Use of anonymous remailers is acceptable, so long as
     the use is not otherwise a violation of this policy.


     7.2.6. Users may not issue cancellations for postings except those, which
     they have posted themselves, those which have headers. falsified so as to
     appear to come from them or in newsgroups where they are the official
     moderators.
<PAGE>

     8. PRICING AND PAYMENT TERMS


     8.1. Payment Terms. Client shall pay the fees set forth in the Services
     Order Form according to the terms set forth therein. Client agrees to pay a
     late charge of two percent (2%) above the prime rate as reported by the
     Wall Street Journal at the time of assessment or the maximum lawful rate,
     whichever is less, for all undisputed amounts not paid within thirty (30)
     days of receipt of invoice.


     8.2. Late Payments. In the event of non-payment by Client of sums over-due
     hereunder for more than forty-five (45) days, Global Center, Inc. may upon
     written notice to Client either retain any equipment or other assets of
     Client then in Global Center, Inc.'s possession and sell them in partial
     satisfaction of such unpaid sums, or request Client to remove equipment
     from Global Center, Inc.'s premises within ten (10) days. If Client fails
     to so remove, Global Center, Inc. may deliver the equipment to Client at
     the latter's address for notices at Client's expense for shipment and
     insurance, and Client shall be obligated to accept such delivery.


     8.3. Price Increases. Global Center, Inc. shall not increase the prices for
     services during the initial term of any Service Order, but may thereafter
     change prices upon sixty(60) days written notice.


     9. MAINTENANCE AND SUPPORT


     Global Center, Inc. shall provide Client with maintenance and support of
     the Software and Hardware, if any ("Maintenance and Support") as specified
     in the Service Specification.


     9.1 Exclusions. Maintenance and Support shall not include services for
     problems arising out of (a) modification, alteration or addition or
     attempted modification, alteration or addition of the Hardware or Software
     undertaken by persons other than Global Center, Inc. or Global Center, Inc.
     's authorized representatives; or (b) programs or hardware supplied by
     Client.


     9.2. Client Duties. Client shall document and promptly report all errors or
     malfunctions of the Hardware or Software to Global Center, Inc.. Client
     shall take all steps necessary to carry out procedures for the
     rectification of errors or malfunctions within a reasonable time after such
     procedures have been received from Global Center, Inc. Client shall
     maintain a current backup copy of all programs and data. Client shall
     properly train its personnel in the use and application of the Hardware and
     Software.


     10. TERM AND TERMINATION


     10.1. Term. The term of this Agreement shall commence on the Effective Date
     and continue indefinitely unless terminated in accordance with this Section
     10 or the
<PAGE>

     provisions contained in Section 6.6 The initial term of each Service Order
     shall be as indicated therein.


     10.2. Termination Upon Default. Either party may terminate this Agreement
     in the event that the other party materially defaults in performing any
     obligation under this Agreement and such default continues unremedied for a
     period of thirty (30) days following written notice of default. In the
     event this Agreement is terminated due to Global Center, Inc.'s breach,
     Global Center, Inc., shall refund to Client any Services fees on a
     straight-line prorated basis.


     10.3. Termination Upon Insolvency. This Agreement shall terminate,
     effective upon delivery of written notice by a party, (i) upon the
     institution of insolvency, receivership or bankruptcy proceedings or any
     other proceedings for the settlement of debts of the other party; (ii) upon
     the making of an assignment for the benefit of creditors by the other
     party; or (iii) upon the dissolution of the other party.


     10.4. Effect of Termination. The provisions of Sections 1, 2.3, 3.2, 3.4,
     7, 10.4, 11, 12, 13 and 14 shall survive termination of this Agreement. All
     other rights and obligations of the parties shall cease upon termination of
     this Agreement. The term of any license granted hereunder shall expire upon
     expiration or termination of this Agreement.


     11. CONFIDENTIAL INFORMATION


     All information identified disclosed by either party ("Disclosing Party")
     to the other party ("Receiving Party"), if disclosed in writing, labeled as
     proprietary or confidential, or if disclosed orally, reduced to writing
     within thirty (30) days and labeled as proprietary or confidential
     ("Confidential Information") shall remain the sole property of Disclosing
     Party. Except for the specific rights granted by this Agreement, Receiving
     Party shall not use any Confidential Information of Disclosing Party for
     its own account. Receiving Party shall use the highest commercially
     reasonable degree of care to protect Disclosing Party's Confidential
     Information. Receiving Party shall not disclose Confidential Information to
     any third party without the express written consent of Disclosing Party
     (except solely for Receiving Party's internal business needs, to employees
     or consultants who are bound by a written Agreement with Receiving Party to
     maintain the confidentiality of such Confidential Information in a manner
     consistent with this Agreement). Confidential Information shall exclude
     information (i) available to the public other than by a breach of this
     Agreement; (ii) rightfully received from a third party not in breach of an
     obligation of confidentiality; (iii) independently developed by Receiving
     Party without access to Confidential Information; (iv) known to Receiving
     Party at the time of disclosure; or (v) produced in compliance with
     applicable law or a court order, provided Disclosing Party is given
     reasonable notice of such law or order and an opportunity to attempt to
     preclude or limit such production. Subject to the above, Receiving Party
     agrees to cease using any and all materials embodying Confidential
     Information, and to promptly return such materials to Disclosing Party upon
     request.


     12. LIMITATION OF LIABILITY
<PAGE>

     GLOBAL CENTER, INC.'S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS
     AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO GLOBAL
     CENTER, INC. UNDER THIS AGREEMENT. IN NO EVENT SHALL GLOBAL CENTER, INC. BE
     LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER
     SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN
     RELATION TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND
     REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF
     GLOBAL CENTER, INC. HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH
     DAMAGES.


     13. DISCLAIMER OF WARRANTIES


     EXCEPT AS OTHERWISE STATED HEREIN, GLOBAL CENTER, INC. SPECIFICALLY
     DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
     THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
     PURPOSE, AND NON-INFRINGEMENT OF THE SYSTEM OR SERVICES PROVIDED BY GLOBAL
     CENTER, INC. HEREUNDER.


     14. MISCELLANEOUS


     14.1. Independent Contractor. The relationship of Global Center, Inc. and
     Client established by this Agreement is that of


     independent contractors, and nothing contained in this Agreement shall. be
     construed to (i) give either party the power to direct and control the
     day-to-day activities of the other; (ii) constitute the parties as
     partners, joint ventures, co-owners or otherwise as participants in a joint
     undertaking; or (iii) allow either party to create or assume any obligation
     on behalf of the other party for any purpose whatsoever.


     14.2. Notices. Any notice required or permitted hereunder shall be in
     writing and shall be given by registered or certified mail addressed to the
     addresses first written above. Such notice shall be deemed to be given upon
     the earlier of actual receipt or three (3) days after it has been sent,
     properly addressed and with postage prepaid. Either party may change its
     address for notice by means of notice to the other party given in
     accordance with this Section.


     14.3. Assignment. Neither party may assign this Agreement, in whole or in
     part, either voluntarily or by operation of law without express written
     consent of the other party, and any attempt to do so shall be a material
     default of this Agreement and shall be void.


     14.4. Governing Law. This Agreement shall be interpreted according to the
     laws of the State of California without regard to or application of
     choice-of-law rules or principles.


     14.5. Entire Agreement and Waiver. This Agreement, including all
     appendices, attachments and Service Orders, shall constitute the entire
     Agreement between Global Center, Inc. and Client with respect to the
     subject matter hereof and all prior
<PAGE>

     Agreements, representations, and statement with respect to such subject
     matter are superseded hereby. This Agreement may be changed only by written
     Agreement signed by both Global Center, Inc. and Client. No failure of
     either party to exercise or enforce any of its rights under this Agreement
     shall act as a waiver of subsequent breaches; and the waiver of any breach
     shall not act as a waiver of subsequent breaches.


     14.6. Severability. In the event any provision of this Agreement is held by
     a court of other tribunal of competent jurisdiction to be unenforceable,
     that provision will be enforced to the maximum extent permissible under
     applicable law, and the other provisions of this Agreement will remain in
     full force and effect.


     14.7. Non-Solicitation. During the term of this Agreement and for a period
     of one (1) year thereafter, client shall not directly solicit, nor directly
     attempt to solicit the services, of any employee or subcontractor of Global
     Center, Inc. without the prior written consent of the other party.


     14.8. Substitution. Global Center, Inc. may substitute, change or modify
     the Software or Hardware at any time, but shall not thereby alter the
     technical parameters of the Services.



     Global Center, Inc.

     141 Caspian Court

     Sunnyvale, CA 94089


     By ____________________________


     Title _________________________


     Date __________________________


     Client: _______________________


     By ____________________________


     Title _________________________


     Date __________________________
<PAGE>

     Co-location Service


     Global Center, Inc. will provide a level of service, which includes the
     following features and options:


     General Features


     Maintenance of the Space (including Janitorial Services):


     In connection with the Space made available hereunder, Global Center, Inc.
     or its landlord shall perform services that support the overall operation
     of each Space at no additional charge to Client. Those services include the
     following:

o    Janitorial Services

o    24 x 7 Access to the Space

o    Authorized Security System Access to Raised Floor Collocation Space

o    Primary A/C 110 volt Power to the Space

o    Backup Power- UPS Systems & Battery Plant (30 - 60 minute survivability
     objective)

o    Generator Back-up (Sustained backup power)

o    HVAC Systems for facility air conditioning

o    Fire Control Systems

o    Network Monitoring Systems

o    Redundant Network Connectivity and Hardware

o    19" Rack Spaces for installation of Hardware

o    Custom configurations of space to accommodate cabinets

o    Lockable private caged customer areas

o    10-base-T or 100-base-T switched port with direct high speed Internet
     backbone connection.


     24x7 NOC support: Will provide proactive site monitoring with
     ExpressLan(epsilon)...statistics on Client information base; including
     bandwidth usage, statistics and network availability reporting, host
     monitoring and management interface, access to Global Center,


     Inc. incident tracking system to expedite fault resolution and remote
     server reboot.
<PAGE>

     Escalation Plan and Procedures: To be provided by Global Center, Inc. in
     the Welcome Package 5-10 days after the contract is signed.


     Right-of-Way and Access


     Global Center, Inc. will allow 24 x 7 access and right-of-way to Client
     Hardware located in Global Center, Inc. facility at no charge. Clients will
     be escorted at all times while in the facility. Access to the facilities
     will not be unreasonably withheld by Global Center, Inc. to Clients for
     performing appropriate procedures and maintenance of Hardware, facilities,
     and systems..
<PAGE>

Exhibit I         MUTUAL INDUCEMENTS
--------------------------------------------------------------------------------

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.



     In order to ensure the successful execution and continuity of the Global
     Crossing-StorageNetworks alliance for delivery of Storage Services, the
     following marketing activities shall be pursued:


     Sales Force Training: All relevant salesforce personnel at Global Crossing
     and StorageNetworks shall receive training on the presentation and value of
     the Storage Services to be delivered at MDCs.


     Sales Force Incentives: Global Crossing and StorageNetworks shall create,
     maintain, and document sales performance incentives to their respective
     salesforces, in order to promote the sale of Storage Services at MDCs
     through the Alliance.


     Marketing Media: Both parties shall actively commit their respective
     marketing departments to stimulate and maintain market awareness of the
     Storage Services to be delivered at the MDCs. Primary marketing media to be
     included in this inducement include, but are not limited to, internet,
     print, person-to-person, and public exhibits. See Exhibit K for details on
     marketing activities.


     Price Breaks: As both Parties drive Storage Services revenues to mutually
     agreed upon levels over specified periods, price breaks shall be awarded to
     Global Crossing by StorageNetworks per the following schedule:


                  Stage 1 Price Break


                  Upon achieving aggregate Disk on Demand primary storage
                  services revenue to StorageNetworks of [**], to customers
                  other than Global Crossing sister/parent/subsidiary entities,
                  Global Crossing is eligible for a reduction in monthly raw
                  terabyte price to [**] for such services.


                  Stage 2 Price Break


                  Upon achieving aggregate Disk on Demand primary storage
                  services revenue to StorageNetworks of [**], to customers
                  other than Global Crossing sister/parent/subsidiary entities,
                  Global Crossing is eligible for a reduction in monthly raw
                  terabyte price to [**] for such services.


                  Stage 3 Price Break

                  Upon achieving aggregate Disk on Demand primary storage
                  services revenue to StorageNetworks of [**], to customers
                  other than Global Crossing sister/parent/subsidiary entities,
                  Global Crossing is eligible for a reduction in monthly raw
                  terabyte price to[**] for such services.
<PAGE>

Exhibit J         PROJECT TEAM ROSTER
--------------------------------------------------------------------------------


Global Crossing Project Team


Product Management
------------------

                  Adam Fore, Product Manager - Storage Network Architecture


Project Management
------------------

                  Neil Kruse, Senior Program Manager


Installation/ Provisioning
--------------------------

                  Sandra Wanshaffe, Install Coordinator


Facilities
----------
                  Gene Merkel - National Director of Operations


                  Mike Marino -  Facilities coordinator - NY


                  Dennis Coleman - Facilities coordinator - Herndon, VA


                  Mark Noble - Facilities Coordinator - Sunnyvale


Operations:
-----------

                  Tom Connell, Manager Network Control Center


Marketing/ PR:
--------------

                  Joan McIsaac, Manager Product Marketing


Prof. Services:
---------------

                  Bob Guthrie, Regional Manager TAM


                  Sean Fitzharris , Technical Account Manager


Sales:
------

                  Tom Alvary, Director of Sales


Sales Operations:
-----------------

                  Carolyn McBride, Manager Sales Operations


Technical Advisor:
------------------

-                 Scott Santana, Manager R&D
<PAGE>

     StorageNetworks Project Team


     Business Plan and Project Oversight:
     ------------------------------------

                  Jim O'Hara, Vice President of Business Development


                  Brad O'Neill, Business Development Manager


     Operations:
     -----------

                  Rick Hayes, Western Region Operations Manager


                  David Barley, Senior Systems Architect


                  Henry Leibowitz, Operations Projects Manager


     Marketing:
     ----------

                  Bruce Gordon, Vice President of Strategic Marketing


                  Hans Lee, Product Manager


     Marcomm:
     --------

                  Nicole Gorman, Director of Marketing Communications


     Prof. Services:
     ---------------

                  Larry Marsan, Vice President of Professional Services


     Sales:
     ------

                  John Lloyd, Western Region Director of Sales Operations


     Training:
     ---------

                  Rick Cameron, Director of Corporate Education


     Legal:
     ------

                  Dean Breda, General Counsel


     Finance:
     --------

                  Paul Flanagan, Chief Financial Officer
<PAGE>

Exhibit K         Marketing Engagement Plan
--------------------------------------------------------------------------------


     The following represent potential marketing activities to be pursued
jointly by the Parties:


     1.  Exclusive stories to the following publications:


              Business Week


              The Wall Street Journal


              The Boston Globe


              Information Week

     2.   Execute press releases with the normal pre-briefing activities of the
          media and analyst community, as well as the appropriate follow-up to
          secure coverage. The press releases would be dropped on the Business
          Wire and posted to both Parties' web sites.


     3.   Utilize other Parties' references when the press and analyst community
          request one.


     4.   Utilize other Parties' reference in upcoming press releases (i.e., new
          services announcements).


     5.   Write joint customer profiles - print, post to web site, and
          distribute to sales forces as collateral pieces.


     6.   Join with other Party at special events and tradeshows in either joint
          speaking opportunities and/or joint exhibit opportunities.


     7.   Create and execute a seminar series and/or "webinar" targeting
          potential customers of both StorageNetworks and Global Crossing.


     8.   Joint advertising in various media.


     9.   Include testimonial in StorageNetworks and or Global Crossing
          Corporate Videos.


     10.  Joint "social" events (i.e., golf events, dinners, etc.)


     11.  Include stories on respective Party in company newsletters.
<PAGE>

Exhibit L - Rules of Sales Engagement
--------------------------------------------------------------------------------

1. Lines of Communication


StorageNetworks and Global Crossing regional sales directors will coordinate
efforts within their regions and act as the point of contact for their
respective field sales forces. Each regional sales director will provide
complete lists of area account executives and plans for ensuring initial account
meetings and interaction.


2. Teaming


The appropriate level of account teaming will be defined by the existing
relationship with the Customer. StorageNetworks and Global Crossing agree that
one of the below scenarios will be utilized for engaging Customers:

     1.   StorageNetworks possesses the initial relationship with prospective or
          present Customer and will introduce said Customer to a Global Crossing
          sales representative to assist in selling the Services and/or other
          services provided by the Parties or Global Crossing.

     2.   Global Crossing possesses the initial relationship with prospective or
          present Customer will introduce said Customers to a StorageNetworks
          sales representative to assist in selling the Services and/or other
          services provided by the Parties or StorageNetworks.

     3.   Both Global Crossing sales and StorageNetworks sales jointly approach
          the initial Customer to present the Services and/or other services
          provided by the Parties.


3.  Sales Force Compensation


     3.1 Basis for Compensation. StorageNetworks and Global Crossing account
     executives will receive compensation relative to their contributions
     leading to a sale. The basis for compensation for each account executive
     will be directly drawn from their respective company's compensation plan.


     3.2 Spiffs. Both Parties will explore the development of a spiff program
     for account executives who sell the Services. The program funding will be
     considered part of the respective company's cost of sales.


4. Sales Training


     4.1 Regional sales training. Each Party will deliver presentations and
     engage in appropriate training to support the roll-out of the Services and
     gain familiarity with the other Party's business operations.


     4.2 Ongoing training. Periodically, the Parties agree to engage in joint
     training of their sales forces as it pertains to delivery and presentation
     of the Services.


5.0 Conflict Resolution.


5.1 In the event of a dispute regarding any sales account issues, both Parties
agree to attempt to resolve the conflict first at a local level. In the event of
an impasse, the issue will be addressed at a regional level or escalated to
their appropriate sales or corporate leadership, as merited.