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                                                                  Exhibit 4.5
                                   VERIO INC.

                 1998 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

                  (Amended and Restated as of January 1, 2000)

     1. Purposes of the Plan. The purposes of this stock incentive plan are to
attract and retain the best available Non-Employee Directors, to provide them
additional incentives, and to promote the success of the Company's business.

     2. Definitions. As used herein, the following definitions shall apply:

         (a) "Administrator" means the Board or any of the Committees appointed
to administer the Plan.

         (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

         (c) "Applicable Laws" means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

         (d) "Award" means the grant of an Option, Restricted Stock, Shares or
other rights or benefits under the Plan.

         (e) "Award Agreement" means the written agreement evidencing the grant
of an Award executed by the Company and the Grantee, including any amendments
thereto.

         (f) "Board" means the Board of Directors of the Company.

         (g) "Change in Control" means a change in ownership or control of the
Company effected through either of the following transactions:

             (i) the direct or indirect acquisition by any person or related
group of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or

             (ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole




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number) ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who are Continuing Directors.

         (h) "Code" means the Internal Revenue Code of 1986, as amended.

         (i) "Committee" means any committee appointed by the Board to
administer the Plan.

         (j) "Common Stock" means the common stock of the Company.

         (k) "Company" means Verio Inc., a Delaware corporation.

         (l) "Consultant" means any person who is engaged by the Company or any
Related Entity to render consulting or advisory services as an independent
contractor and is compensated for such services.

         (m) "Continuing Directors" means members of the Board who either (i)
have been Board members continuously for a period of at least thirty-six (36)
months or (ii) have been Board members for less than thirty-six (36) months and
were elected or nominated for election as Board members by at least a majority
of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.

         (n) "Continuous Service" means that the Grantee's service as a Director
is not interrupted or terminated. The Continuous Service of a Grantee shall not
be considered interrupted or terminated in the case of (i) any approved leave of
absence or (ii) terminating service as a Director followed within thirty (30)
days of such termination by commencing service to the Company or a Related
Entity as an Employee or a Consultant until the time such service as an Employee
or Consultant is terminated. An approved leave of absence shall include sick
leave, military leave, or any other authorized personal leave.

         (o) "Corporate Transaction" means any of the following transactions:

             (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

             (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations) in connection with the complete
liquidation or dissolution of the Company;

             (iii) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from those who held such securities
immediately prior to such merger; or

             (iv) any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) who becomes the beneficial
owner (within the




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meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities (whether or not in a transaction also constituting a
Change in Control), but excluding any such transaction that the Administrator
determines shall not be a Corporate Transaction.

         (p) "Director" means a member of the Board.

         (q) "Disability" means that a Grantee is unable to serve as a Director
by reason of any medically determinable physical or mental impairment. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes
proof of such condition sufficient to satisfy the Administrator, in its sole
discretion.

         (r) "Employee" means any person, including an Officer or Director, who
is an employee of the Company or any Related Entity. The payment of a director's
fee by the Company shall not be sufficient to constitute "employment" by the
Company.

         (s) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (t) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

             (i) Where there exists a public market for the Common Stock, the
Fair Market Value shall be (A) the closing price for a Share for the last market
trading day prior to the time of the determination (or, if no closing price was
reported on that date, on the last trading date on which a closing price was
reported) on the stock exchange determined by the Administrator to be the
primary market for the Common Stock or the Nasdaq National Market, whichever is
applicable or (B) if the Common Stock is not traded on any such exchange or
national market system, the average of the closing bid and asked prices of a
Share on the Nasdaq Small Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on that date, on the last
date on which such prices were reported), in each case, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable;

             (ii) In the absence of an established market of the type described
in (i), above, for the Common Stock, the Fair Market Value thereof shall be
determined by the Administrator in good faith; or

             (iii) On the Registration Date, the Fair Market Value shall be the
price at which the Board, or if applicable, the Pricing Committee of the Board,
and the underwriters agree to offer the Common Stock in the initial public
offering of the Common Stock, net of discounts and underwriting commissions.

         (u) "Grantee" means a Non-Employee Director who receives an Award under
the Plan.

         (v) "Non-Employee Director" means a Director who is not an Employee.



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         (w) "Non-Qualified Stock Option" means an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

         (x) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (y) "Option" means a stock option granted pursuant to the Plan.

         (z) "Plan" means this 1998 Non-Employee Director Stock Incentive Plan.

         (aa) "Registration Date" means the effective date of the registration
statement for the sale of Common Stock to the general public filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

         (bb) "Related Entity" means any parent, subsidiary and any business,
corporation, partnership, limited liability company or other entity in which the
Company, a parent or a subsidiary holds a substantial ownership interest,
directly or indirectly.

         (cc) "Restricted Stock" means Shares issued under the Plan to the
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established under the Plan or by the
Administrator.

         (dd) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
or any successor thereto.

         (ee) "Share" means a share of the Common Stock.

     3. Stock Subject to the Plan.

         (a) Subject to the provisions of Section 8, below, the maximum
aggregate number of Shares which may be issued pursuant to all Awards is
1,100,000 Shares. The Shares to be issued pursuant to Awards may be authorized,
but unissued, or reacquired Common Stock.

         (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. If any unissued Shares are retained
by the Company upon exercise of an Award in order to satisfy the exercise price
for such Award or any withholding taxes due with respect to such Award, such
retained Shares subject to such Award shall become available for future issuance
under the Plan (unless the Plan has terminated). Shares that actually have been
issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if
unvested Shares are forfeited, or repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the
Plan.

     4.   Administration of the Plan.



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         (a) Plan Administrator.

             (i) Administration. The Plan shall be administered by (A) the Board
or (B) a Committee designated by the Board, which Committee shall be constituted
in such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.

             (ii) Administration Errors. In the event an Award is granted in a
manner inconsistent with the provisions of this subsection (a), such Award shall
be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

         (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

             (i) to approve forms of Award Agreement for use under the Plan;

             (ii) to determine the terms and conditions consistent with the
terms of the Plan of any Award granted hereunder;

             (iii) to amend the terms of any outstanding Award granted under the
Plan, including a reduction in the exercise price (or base amount on which
appreciation is measured) of any Award to reflect a reduction in the Fair Market
Value of the Common Stock since the grant date of the Award, provided that any
amendment that would adversely affect the Grantee's rights under an outstanding
Award shall not be made without the Grantee's written consent;

             (iv) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan; and

             (v) to take such other action, not inconsistent with the terms of
the Plan, as the Administrator deems appropriate.

         (c) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be conclusive and binding on all
persons.

     5.   Automatic Option Grant Program.

         (a) Eligibility. Each Non-Employee Director shall be entitled to
receive Options to acquire shares of Common Stock upon the terms and conditions
of this Automatic Option Grant Program.

         (b) Date of Grant and Number of Shares. A Non-Qualified Stock Option to
purchase 50,000 shares of Common Stock shall be granted automatically ("Initial
Grant") to each Non-Employee Director, such Initial Grant to be made (i) to the
then-existing Non-Employee



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Directors upon the Registration Date and (ii) to other Non-Employee Directors
elected or appointed to the Board after the Registration Date upon the date each
such Non-Employee Director first becomes a Non-Employee Director. In addition,
immediately following each annual meeting of the Company's stockholders, each
Non-Employee Director who continues as a Non-Employee Director following such
annual meeting shall be granted automatically a Non-Qualified Stock Option to
purchase 6,000 shares of Common Stock ("Subsequent Grant"); provided that no
Subsequent Grant shall be made to any Non-Employee Director who has not served
as a Director, as of the time of such annual meeting, for at least twelve (12)
months; provided, however, that any Director who was elected to the Board at the
previous annual meeting of the Company's stockholders shall be deemed to have
satisfied such service requirement even if such service totals fewer than twelve
(12) complete months. Each such Subsequent Grant shall be made on the date of
the annual stockholders' meeting in question.

         (c) Vesting. Each Initial Grant shall vest and become exercisable as to
one-third (1/3) of the shares of Common Stock subject to such Option twelve (12)
months after the grant date and an additional one-third (1/3) of the shares of
Common Stock subject to such Option shall vest on each yearly anniversary of the
grant date thereafter, such that the Option will be fully exercisable three (3)
years after its date of grant. Each Subsequent Grant shall be fully vested and
exercisable as to all of the shares of Common Stock subject to such Option
twelve (12) months after the grant date of the Option.

         (d) Corporate Transactions/Changes in Control.

             (i) In the event of a Corporate Transaction, immediately prior to
the specified effective date of such Corporate Transaction, (A) each Initial
Grant which is at the time outstanding to the extent not vested automatically
shall vest and become exercisable as to a number of shares equal to one-third
(1/3) of the total number of shares of Common Stock subject to such Option and
(B) each Subsequent Grant which is at the time outstanding automatically shall
become fully vested and exercisable as to all of the shares of Common Stock
subject to such Option. Effective upon the consummation of the Corporate
Transaction, all outstanding Options under the Plan shall terminate. However,
all such Options shall not terminate if the Options are assumed by the successor
corporation or parent thereof in connection with the Corporate Transaction.

             (ii) In the event of a Change in Control (other than a Change in
Control which also is a Corporate Transaction), immediately prior to the
specified effective date of such Change in Control, (A) each Initial Grant which
is at the time outstanding to the extent not vested automatically shall vest and
become exercisable as to a number of shares equal to one-third (1/3) of the
total number of shares of Common Stock subject to such Option and (B) each
Subsequent Grant which is at the time outstanding automatically shall become
fully vested and exercisable as to all of the shares of Common Stock subject to
such Option.

         (e) Exercise of Option Following Termination of Service. In the event
of termination of a Grantee's Continuous Service for any reason other than
Disability or death, such Grantee may, but only within three (3) months after
the date of such termination (but in no event later than the expiration date of
the term of such Option as set forth in the Award Agreement),




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exercise his or her Option to the extent that the Grantee was entitled to
exercise it at the date of such termination or to such other extent as may be
determined by the Administrator. If the Grantee should die within three (3)
months after the date of such termination, the Grantee's estate or the person
who acquired the right to exercise the Option by bequest or inheritance may
exercise the Option to the extent that the Grantee was entitled to exercise it
at the date of such termination within twelve (12) months of the Grantee's date
of death, but in no event later than the expiration date of the term of such
Option as set forth in the Award Agreement.

         (f) Disability of Grantee. In the event of termination of a Grantee's
Continuous Service as a result of his or her Disability, such Grantee may, but
only within twelve (12) months from the date of such termination (and in no
event later than the expiration date of the term of such Option as set forth in
the Award Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination. To the extent that the Grantee is
not entitled to exercise the Option at the date of termination, or if Grantee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

         (g) Death of Grantee. In the event of the death of a Grantee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Award Agreement), by the Grantee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Grantee was entitled to exercise the Option at the date of
death. If, at the time of death, the Grantee was not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of the Option
shall immediately revert to the Plan. If, after death, the Grantee's estate or a
person who acquired the right to exercise the Option by bequest or inheritance
does not exercise the Option within the time specified herein, the Option shall
terminate.

         (h) Term of Option. The term of each Option awarded under this
Automatic Option Grant Program shall be eight (8) years from the date of grant
thereof.

         (i) Transferability of Option. Each Option awarded under this Automatic
Option Grant Program shall be transferable to the extent provided in the Award
Agreement.

         (j) Exercise Price. The exercise price for each Option awarded under
this Automatic Option Grant Program shall be one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.

         (k) Consideration. Subject to Applicable Laws, the consideration to be
paid for the Shares to be issued upon exercise of an Option under this Automatic
Option Grant Program shall be the following:

             (i) cash;

             (ii) check;

             (iii) surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Administrator may require
(including withholding of




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Shares otherwise deliverable upon exercise of the Option) which have a Fair
Market Value on the date of surrender or attestation equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised (but
only to the extent that such exercise of the Option would not result in an
accounting compensation charge with respect to the Shares used to pay the
exercise price unless otherwise determined by the Administrator);

             (iv) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price; or

             (v) any combination of the foregoing methods of payment.

     6.   Stock Fee Program.

         (a) Eligibility. Each Non-Employee Director shall be eligible to elect
to apply all or any portion of the annual retainer fee and meeting fees
otherwise payable to such individual in cash to the acquisition of shares of
Common Stock upon the terms and conditions of this Stock Fee Program.

         (b) Election Procedure.

             (i) Filing. A Non-Employee Director must make a
stock-in-lieu-of-fee election prior to the start of the calendar year for which
the election is to be effective. The first calendar year for which any such
election may be filed shall be the 1999 calendar year. Each election, once
filed, shall be revocable prior to the start of the calendar year for which the
election is to be effective. Thereafter, the election is irrevocable. The
election for any upcoming calendar year may be filed at any time prior to the
start of that year, but in no event later than December 31 of the immediately
preceding calendar year. A Non-Employee Director may file a standing election to
be in effect for two (2) or more consecutive calendar years or to remain in
effect indefinitely until revoked by written instrument filed with the
Administrator prior to the start of the first calendar year for which such
standing election is no longer to remain in effect.

             (ii) Election Form. The election must be filed with the
Administrator on the appropriate form provided for this purpose. On the election
form, a Non-Employee Director must indicate the percentage or dollar amount of
his or her annual retainer fee and/or his or her meeting fees to be applied to
the acquisition of Shares.

         (c) Share Issuance.

             (i) Issue Date for Annual Retainer Fee Shares. On the first trading
day following the date any portion of the annual retainer fee is otherwise due
to be paid, in a calendar year for which the election is effective, the portion
of the annual retainer fee subject to such election shall automatically be
applied to the acquisition of shares of Common Stock by dividing the elected
dollar amount by the Fair Market Value per Share. The number of issuable Shares
shall be rounded down to the next whole Share, and such Shares shall be issued
to the Non-Employee Director.


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             (ii) Issue Date for Meeting Shares. On the first trading day
following any meeting, in a calendar year for which the election is effective,
the portion of the meeting fee subject to such election shall automatically be
applied to the acquisition of shares of Common Stock by dividing the elected
dollar amount by the Fair Market Value per Share. The number of issuable Shares
shall be rounded down to the next whole Share, and such Shares shall be issued
to the Non-Employee Director.

     7.   Conditions Upon Issuance of Shares.

         (a) Satisfaction of Applicable Laws. Shares shall not be issued
pursuant to the exercise of an Award unless the exercise of such Award and the
issuance and delivery of such Shares pursuant thereto shall comply with all
Applicable Laws, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

         (b) Investment Representation. As a condition to the exercise of an
Award, the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required by any Applicable Laws.

         (c) Taxes. No Shares shall be delivered under the Plan to any Grantee
or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal,
state, or local income and employment tax withholding obligations. Upon exercise
of an Award, the Company shall withhold or collect from Grantee an amount
sufficient to satisfy such tax obligations.

     8. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise price of each such outstanding
Award, as well as any other terms that the Administrator determines require
adjustment shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, merger, consolidation,
acquisition of the property or equity securities of the Company, any separation
of the Company (including a spin-off or other distribution of equity securities
or property of the Company), reorganization (whether or not such reorganization
comes within the definition of Code Section 368), partial or complete
liquidation, or any other similar event resulting in an increase or decrease in
the number of issued Shares. Except as the Administrator determines, no issuance
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason hereof
shall be made with respect to, the number or price of Shares subject to an
Award.

     9. Effective Date and Term of Plan. The Plan shall become effective upon
the earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated. Awards may be granted under the Plan upon its
becoming effective.



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     10. Amendment, Suspension or Termination of the Plan.

         (a) The Board may at any time amend, suspend or terminate the Plan. To
the extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

         (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

         (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 9, above) shall not affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise
between the Grantee and the Administrator, which agreement must be in writing
and signed by the Grantee and the Company.

     11. Reservation of Shares.

         (a) The Company, during the term of the Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

         (b) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.


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